TCR_Public/070618.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, June 18, 2007, Vol. 11, No. 142

                             Headlines

ACE AVIATION: Jazz Air Accepts Judge's Airport Access Ruling
AEP INDUSTRIES: Earns $6.2 Million in Second Qtr. Ended April 30
AIRTRAN HOLDINGS: Three Nominees Elected to Midwest Board
ALAN GOODMAN: Case Summary & 20 Largest Unsecured Creditors
AMERICAN HOME: Moody's Rates Class III-PO Certificates at Ba1

AMERICAN UNITY: March 31 Balance Sheet Upside-Down by $1.1 Million
AMERICREDIT AUTOMOBILE: S&P Withdraws BB Rating on Class E Notes
AMP'D MOBILE: Selects Bayard Firm as Bankruptcy Counsel
AMP'D MOBILE: Taps Sherwood Partners as Financial Advisors
ANN TAYLOR: Weak Operating Trends Cue S&P to Revise Outlook

ASARCO LLC: Can Employ CDM for Water Treatment Work
ASARCO LLC: Asbestos Panel Taps Claro Group as Insurance Advisor
ASHVIN SRIVASTAVA: Case Summary & 12 Largest Unsecured Creditors
BAUSCH & LOMB: Warburg Pincus Buyout Raises Fears on Outsourcing
BEST BRANDS: Moody's Cuts Corporate Credit Rating to B3 from B2

BIOTA BRANDS: Court Sets June 28 Hearing on Bankruptcy Status
BON-TON STORES: Posts $29.3 Million Net Loss in Qtr Ended May 5
BRIDGEPORT CLO: S&P Prelim. Rates $19 Million Class D Notes at BB
BRISTOW GROUP: Completes $300 Million Sr. Notes Private Offering
CALPINE CORP: Melissa Brown Promoted to Senior Vice-President

CANARGO ENERGY: Completes $15MM Debt Conversion & Restructuring
CHARLES REYES: Case Summary & 16 Largest Unsecured Creditors
CLEVELAND-CLIFFS: Agrees to Buy PinnOak for $450 Million in Cash
COMMERCIAL MORTGAGE: S&P Lowers Rating on Class H Certs. to B-
CONSECO INC: Moody's Rates $200 Mil. Sr. Credit Facility at Ba3

CREDIT SUISSE: Moody's Rates 2005-TFL2 Class L Certs. at Ba1
CREDIT SUISSE: Moody's Rates Six 2005-C3 Cert. Classes at Low-B
DAIMLERCHRYSLER: Chrysler to Invest $450MM in Kenosha Engine Plant
DAIMLERCHRYSLER: Joins GM & Ford in Healthcare Fund, Sources Say
DAIMLERCHRYSLER: Chrysler Workers Seeking Buyouts Exceed Plan

DAIMLERCHRYSLER AG: Thomas Sidlik Leaves Board of Management
DEL MONTE: Earns $36.7 Million in Fourth Quarter Ended April 29
DOBI MEDICAL: Case Summary & 20 Largest Unsecured Creditors
DURA AUTOMOTIVE: Wants to Amend Terms of $300 Million DIP Facility
EARTH BIOFUELS: Posts $25.5 Mil. Net Loss in Qtr. Ended March 31

EUGENIE BROUSSARD: Voluntary Chapter 11 Case Summary
FHC HEALTH: S&P Places B Credit Rating on Negative CreditWatch
FISHER COMMS: S&P Puts B- Credit Rating Under Positive CreditWatch
FORD MOTOR: Joins GM & Chrysler in Healthcare Fund, Sources Say
FORD MOTOR: Inks MOU Selling ACH Sandusky Plant to Meridian Auto

GENERAL MOTORS: Joins Chrysler & Ford in Healthcare Fund
HOLLINGER INC: Dec. 31 Balance Sheet Upside-down by $73.3 Million
HSI ASSET: Moody's Rates Class M-10 Certificates at Ba1
ICONIX BRAND: Moody's Rates Proposed $250 Mil. Sr. Notes at B3
INTERPUBLIC GROUP: Provides Update on SEC Investigation

J.P. MORGAN: Moody's Rates Five Certificate Classes at Low-B
JOE SIVE: Case Summary & Two Largest Unsecured Creditors
JOSEPH THOMAS: Case Summary & 20 Largest Unsecured Creditors
LJVH HOLDINGS: Moody's Junks Rating on Proposed $125 Mil. Loan
M. FABRIKANT: Employs P. Solomon Company as Financial Advisor

MYRNA SEGUNDO: Case Summary & Seven Largest Unsecured Creditors
NELSON EDUCATION: Moody's Puts Corporate Credit Rating at B2
NELSON EDUCATION: S&P Junks Rating on Planned CDN$181.5MM Loan
NEW CENTURY: Court Okays FTI as Committee's Financial Advisor
NEW CENTURY: Court Okays Hahn & Hessen as Committee's Counsel

ORCHESTRA THERAPEUTICS: Mar. 31 Balance Sheet Upside-Down by $10MM
PENN TREATY: S&P Holds B Ratings and Retains Negative CreditWatch
PEOPLE'S CHOICE: Wants August 31 Set as General Claims Bar Date
PHILLIPS-VAN: Good Performance Cues S&P's Positive CreditWatch
RBCE INVESTMENT: Voluntary Chapter 11 Case Summary

REMY INTERNATIONAL: To File Prepackaged Chapter 11 Protection
RESMAE MORTGAGE: Exits from Chapter 11 Bankruptcy Protection
RIM SEMICONDUCTOR: April 30 Balance Sheet Upside-down by $1.6 Mil.
RONALD BARNETT: Voluntary Chapter 11 Case Summary
RONCO CORPORATION: Files for Protection Under Chapter 11

RONCO CORP: Case Summary & 24 Largest Unsecured Creditors
SAMSONITE CORP: April 30 Balance Sheet Upside-Down by $224.7 Mil.
SANMINA-SCI: Posts $26.1 Million Net Loss in Qtr Ended March 31
SIERRA PACIFIC: Moody's May Lift Ba2 Credit Rating After Review
SOLSTICE ABS: S&P Places B Rating on Class C Notes on Neg. Watch

SOLUTIA INC: Court Sets July 10 Disclosure Statement Hearing
SPECIALTY RESTAURANT: Hires MGLAW PLLC as Local Counsel
ST. MARY: Closes $29.5 Million South Texas Acquisition
STATS CHIPPAC: Moody's Lifts Rating to Ba1 on Good Performance
STRATUS TECH: Moody's Withdraws Ratings on Company's Request

SUNRISE SENIOR: Millennium Partners Wants Management Replaced
TWEETER HOME: Receives Nasdaq Delisting Notice
VINCENT MITCHELL: Voluntary Chapter 11 Case Summary
WIKI WIKI: Case Summary & 20 Largest Unsecured Creditors
WILLOW RE: S&P Rates $250 Mil. Series 2007-1 Class B Notes at BB+

WOODWIND & BRASSWIND: Trustee Hires Baker as Special Counsel
XERIUM TECH: Eduardo Fracasso Promoted as Brazilian Unit President
YOUNG MIN CHOE: Voluntary Chapter 11 Case Summary
ZIFF DAVIS: S&P Withdraws Rating at Company's Request

* BOND PRICING: For the week of June 11 - June 15, 2007

                             *********

ACE AVIATION: Jazz Air Accepts Judge's Airport Access Ruling
------------------------------------------------------------
Jazz Air LP, a unit of ACE Aviation Holdings Inc., welcomed the
decision made by the Honorable James Hugessen of the Federal Court
of Canada, to allow Air Canada Jazz's appeal in its action against
the Toronto Port Authority to gain fair and equal access to the
Toronto City Centre Airport.

Justice Hugessen reversed the order dismissing the judicial review
application and Air Canada Jazz's action will now be heard on its
merits.

Air Canada Jazz is gratified that the case will be heard based on
the merits and will proceed with this action expeditiously.  Air
Canada Jazz looks forward to resuming service at the Toronto City
Centre Airport and calls on the Toronto Port Authority to work
with Air Canada Jazz to re-establish the fundamental principle of
free and equal access to public facilities.

ACE Aviation Holdings Inc. -- http://www.aceaviation.com/-- is
the parent holding company of Air Canada, Aeroplan, Jazz, Air
Canada Technical Services, Air Canada Vacations, Air Canada Cargo,
and Air Canada Ground Handling Services.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Dominion Bond Rating Service confirmed ACE Aviation Holdings'
Senior Unsecured Convertible Notes and Senior Unsecured Debt at B
(high) with a Stable trend.  DBRS expects the rating to remain
steady amid solid performance of its underlying portfolio of
businesses and strong liquidity due to a well-executed divestiture
strategy.  Despite this, the rating continues to be hampered by
structural challenges facing the airline industry and uncertainty
related to ACE's portfolio going forward.


AEP INDUSTRIES: Earns $6.2 Million in Second Qtr. Ended April 30
----------------------------------------------------------------
AEP Industries Inc. reported financial results for its fiscal
second quarter ended April 30, 2007.

Net sales decreased 3% in the second quarter of fiscal 2007 to
$187.8 million compared with $193.3 million in the second quarter
of fiscal 2006, despite a 9% increase in sales volume.  The
decrease is primarily the result of a 12% decrease in average
selling prices, driven by lower resin costs.  The effect of
foreign exchange on net sales in the 2007 period was a net
positive $2.6 million, primarily reflecting the impact of the
strengthened Euro.

Net income for the three months ended April 30, 2007, was
$6.2 million, as compared to $18.2 million in the second quarter
of 2006.

For the first six months of fiscal 2007, net sales decreased
$18.9 million or 5% to $367.1 million compared with $386 million
in the same period last year.  The decrease in net sales was the
result of a 13% selling price decrease resulting from resin price
decreases mitigated by a sales volume increase of 8% combined with
the net positive impact of foreign exchange of $5 million,
primarily reflecting the impact of the strengthened Euro.

Net income for the six months ended April 30, 2007 was
$16.8 million as compared to $18.4 million in 2006.

                 Balance Sheet Data and Liquidity

The company ended the first half of fiscal 2007 $342.3 million in
total assets, $269 million in total liabilities, and $73.3 million
in total stockholders' equity as of April 30, 2007.

The company had with a net debt position of $178.9 million,
compared with $192.5 million at the end of fiscal 2006.

Working capital amounted to $102.3 million at April 30, 2007,
compared to $85.5 million at Oct. 31, 2006.  The increase in
working capital of $16.8 million was substantially due to an
increase in inventories resulting primarily from our increased
investment in raw materials, a decrease in accrued expenses,
primarily from bonus payments accrued at Oct. 31, 2006, and made
in December and January 2007, and a decrease in short term
borrowings of our foreign operations.

The company believes its cash and cash equivalents on hand at
April 30, 2007, and its cash flow from operations, combined with
the availability of funds under its credit facility and credit
lines available to its foreign subsidiaries for local currency
borrowings, will be sufficient to meet its working capital,
capital expenditure and debt service requirements for at least the
next 12 months.

At April 30, 2007, the company had an aggregate of $129.7 million
available under its various credit facilities.

A full-text copy of the company's second quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?20f9

"We are pleased to note that year-to-date income from continuing
operations improved an impressive $3.6 million over the prior
year, sales volume increased a substantial 8% and basic earnings
per share from continuing operations increased $0.59 over the
prior year to $2.13 per share," stated Brendan Barba, chairman and
chief executive officer of the company.

"Our confidence in and commitment to our company and its future
remains strong and are evidenced by our continuing purchases of
our own stock."

                      About AEP Industries

AEP Industries Inc. (Nasdaq: AEPI) -- http://www.aepinc.com/--
manufactures and markets plastic packaging films, including
polyethylene, polyvinyl chloride and polypropylene flexible
packaging products for the industrial and agricultural
applications.  AEP operates in eight countries in North America,
Europe and Asia Pacific.  On Feb. 10, 2005, the company disposed
off AEP Industries Packaging France SAS and on March 25, 2005, the
Group disposed off Termofilm SpA.  On Feb. 23, 2006, the company
acquired Mercury Plastics Inc.

                         *     *     *

AEP Industries Inc. carries Moody's Investors Service's Ba3
long-term corporate family rating, B1 senior unsecured debt
rating, and Ba3 probability-of-default rating.  The outlook
remains stable.

The company also carries Standard & Poor's B+ long-term foreign
and local issuer credit ratings.  The outlook is positive.


AIRTRAN HOLDINGS: Three Nominees Elected to Midwest Board
---------------------------------------------------------
AirTran Holdings, Inc. disclosed that preliminary voting
tabulations conducted by its proxy solicitor, Innisfree M&A
Incorporated, indicate that AirTran's three nominees -- John
Albertine, Jeffrey Erickson, and Charles Kalmbach -- have been
elected to replace three of Midwest's incumbent directors on the
Midwest board and received an estimated 65% of shares voted.
According to Midwest, certification of the results by the
independent inspectors of election, IVS Associates, is expected to
be announced on June 26, 2007, following which it is expected that
the directors-elect will become members of the Midwest Board.

"This is an important victory for all Midwest shareholders," Joe
Leonard, AirTran's chairman and chief executive officer, said.
"There is clearly a strong desire among Midwest shareholders for
positive corporate governance change and for Midwest to fully and
fairly consider the merits of a combination with AirTran.  We
believe these three new directors will bring a fresh, independent
perspective to the Midwest board and will encourage the board to
fully explore its strategic options, including sitting down with
us to fully evaluate how a merger with AirTran can provide greater
value for the Midwest shareholders, employees and customers."

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7.0% Guaranteed Convertible Notes Due July 1, 2023, in connection
with its implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.
Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


ALAN GOODMAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Alan Goodman
        1 Ethan Drive
        Farmingdale, NJ 07727

Bankruptcy Case No.: 07-17876

Chapter 11 Petition Date: June 5, 2007

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Jeannette A. Hoffman, Esq.
                  Engleman and Hoffman
                  99 Highway 35, P.O. Box 257
                  Keyport, NJ 07735
                  Tel: (732) 264-1956

Total Assets: $1,582,500

Total Debts:  $2,467,507

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Countrywide Home Loans      bank loan; value          $187,500
P.O. Box 5170               of collateral:
Simi Valley, CA 93062       $929,000

Universal Supply Corp.                                $152,000
c/o Bart J. Klein, Esq.
2066 Millburn Avenue
Maplewood, NJ 07040

Yellow Book Mid-Atlantic,                              $89,000
L.P.
398 Reckson Plaza
Uniondale, NY 07040

Internal Revenue Service                               $71,000

Aurora Loan Services        bank loan; value           $70,000
                            of collateral:
                            $929,000

Idearc Media Corp.                                     $53,300

Freehold Cartage                                       $37,200

Levin Cyphers Attorneys                                $28,400
of Law

Standard Roofing, Inc.                                 $28,400

Standard Group                                         $28,100

Wachovia                    bank loan                  $28,000

G.E. Money Bank                                        $27,200

Wachovia Bank N.A.                                     $23,600

New Jersey State Division                              $20,000
of Taxation

Commercial Enterprises,                                $15,000
L.L.C.

Home Depot Mastercard                                  $12,000

Traveler's Indemnity and                               $10,900
Affiliates

Fahy Choi, L.L.C.                                      $10,000

Home Depot Mastercard                                   $4,900

Home Depot Credit Services                              $4,600


AMERICAN HOME: Moody's Rates Class III-PO Certificates at Ba1
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by American Home Mortgage Assets
Trust 2007-3, and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The Group I certificates are backed by adjustable-rate first lien
residential mortgage loans.  The ratings are based primarily on
the credit quality of the loans and on the protection against
credit losses provided by subordination, overcollateralization,
excess spread, an interest rate cap, an interest rate swap and a
lender paid mortgage insurance. Moody's expects collateral losses
in Group I to range from 1.15% to 1.35%.

The Group II certificates are backed by fixed-rate first lien
residential mortgage loans.  The ratings are based primarily on
the credit quality of the loans and on the protection against
credit losses provided by subordination, excess spread, a lender
paid mortgage insurance and overcollateralization.  Moody's
expects collateral losses in Group II to range from 1.00% to
1.20%.

The Group III certificates are backed by fixed-rate closed end
junior lien residential mortgage loans.  The ratings are based on
the credit quality of the loans and on the protection against
credit losses provided by subordination, overcollateralization,
excess spread and an interest rate cap agreement.  The ratings for
Class III-A-1 and Class III-A-2 certificates also benefit from
financial guaranty insurance policy issued by Assured Guaranty
Corp., whose financial strength is rated Aa1 by
Moody's.  Moody's expects collateral losses to range from 9.25% to
9.75%.

American Home Mortgage Servicing, Inc. will service the loans and
Wells Fargo N.A. will act as master servicer.  Moody's has
assigned Wells Fargo N.A. its top servicer quality rating of SQ1
as a master servicer.

The complete rating actions are:

   * American Home Mortgage Assets Trust 2007-3

   * Mortgage-Backed Pass-Through Certificates, Series 2007-3

                   Class I-1A-1, Assigned Aaa
                   Class I-1A-2, Assigned Aaa
                   Class I-2A-1, Assigned Aaa
                   Class I-2A-2, Assigned Aaa
                   Class I-M-1, Assigned Aa2
                   Class I-M-2, Assigned A2
                   Class I-M-3, Assigned Baa3
                   Class II-1A-1, Assigned Aaa
                   Class II-1A-2, Assigned Aaa
                   Class II-2A-1, Assigned Aaa
                   Class II-2A-2, Assigned Aaa
                   Class II-M-1, Assigned Aa2
                   Class II-M-2, Assigned Aa3
                   Class II-M-3, Assigned A2
                   Class II-M-4, Assigned A3
                   Class II-M-5, Assigned Baa2
                   Class II-M-6, Assigned Baa3
                   Class III-A-1, Assigned Aaa
                   Class III-A-2, Assigned Aa1
                   Class III-M-1, Assigned A2
                   Class III-M-2, Assigned A3
                   Class III-PO, Assigned Ba1


AMERICAN UNITY: March 31 Balance Sheet Upside-Down by $1.1 Million
------------------------------------------------------------------
American Unity Investments Inc. reported a net loss of $230,407
for the first quarter ended March 31, 2007, compared with a net
loss of $171,841 for the same period ended March 31, 2006.

From April 1, 2006, to Sept. 30, 2006, revenues almost entirely
consisted of resale of forestry property and sales of forestry
products from the People's Republic of China.

The company discontinued the forestry business in the last quarter
of 2006 and had no revenues after Sept. 30, 2006.  The company is
investigating other businesses, including acquisitions, in the
People's Republic of China.

At March 31, 2007, the company's balance sheet showed $2,051,286
in total assets and $3,180,137 in total liabilities, resulting in
a $1,128,851 total stockholders deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $1,835,519 in total current assets
available to pay $2,828,450 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20e8

                       Going Concern Doubt

David M. K. Yeung & Co., in Hong Kong, expressed substantial doubt
about American Unity Investments Inc.'s ability to continue as a
going after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
reported that the company has recurring net losses and an
accumulated deficit of $2,156,814 as of Dec. 31, 2006.
Accumulated deficit at March 31, 2007, increased to $2,387,221.

                      About American Unity

Headquartered in New York, American Unity Investments Inc. (OTC
BB: AUNI) -- http://www.ameriunity.com/-- is a global investment
company which is investigating business opportunities, including
acquisitions, in the People's Republic of China.  The company also
maintains a head office in Beijing.


AMERICREDIT AUTOMOBILE: S&P Withdraws BB Rating on Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of notes from AmeriCredit Automobile Receivables Trust's
series 2004-1 and 2005-1 and removed them from CreditWatch with
positive implications, where they were placed on May 14, 2007.  At
the same time, S&P withdrew its 'BB' rating on class E from series
2005-1 because the class paid down completely.

The rating actions primarily reflect the strong performance of the
underlying collateral pools of subprime automobile loan
receivables originated and serviced by AmeriCredit Financial
Services Inc., a wholly owned subsidiary of AmeriCredit Corp. (BB-
/Stable/--), combined with increased credit enhancement as a
percentage of the current pool balances, which can be used to
cover losses.

As of the April 2007 distribution date, series 2004-1 and 2005-1
had 34 and 24 months of performance, respectively, and had
collateral pool balances that represented 24.42% and 39.96% of
their initial balances.  Each transaction contains a nondeclining,
fully funded reserve account of 2% of its initial pool balance
that continues to grow as a percent of its current amortizing pool
balance, as well as a turbo allocation feature whereby excess
spread is used to pay down the class E certificates.  The class E
certificates from each deal have been paid down completely,
increasing the level of overcollateralization to the overall cap
of 30% of the current pool balance for series 2004-1 and to 28.76%
of the current pool balance for series 2005-1.  Current cumulative
net losses are below Standard & Poor's initial expectations, while
cumulative recovery rates for the two trusts are currently above
40%, consistent with our initial expectations.  Additionally, each
trust contains a sequential pay structure that has increased the
amount of subordination as a percent of its amortizing pool
balance.

Standard & Poor's believes the remaining credit support will be
sufficient to support the notes at their new rating levels.


      Ratings Raised and Removed from Creditwatch Positive

        AmeriCredit Automobile Receivables Trust 2004-1

                                 Rating
                                 ------
               Class       To               From
               -----       --               ----
                 B         AAA              AA/Watch Pos
                 C         AAA              A/Watch Pos
                 D         AAA              BBB/Watch Pos


        AmeriCredit Automobile Receivables Trust 2005-1

                                 Rating
                                 ------
               Class       To               From
               -----       --               ----
                 B         AAA              AA/Watch Pos
                 C         AAA              A/Watch Pos
                 D         AAA              BBB/Watch Pos


                       Rating Withdrawn

        AmeriCredit Automobile Receivables Trust 2005-1

                                 Rating
                                 ------
               Class       To               From
               -----       --               ----
                 E         NR               BB/Watch Pos

                        NR - Not rated.


AMP'D MOBILE: Selects Bayard Firm as Bankruptcy Counsel
-------------------------------------------------------
Amp'd Mobile Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for authority to employ The Bayard Firm
as its bankruptcy counsel, nunc pro tunc to June 1, 2007.

Bayard is expected to provide bankruptcy advice, including
assistance in the preparation of the requisite petitions,
pleadings, exhibits, lists and schedules in connection with
the Debtor's Chapter 11 case.

Specifically, Bayard will:

  (a) take all necessary actions to protect and preserve the
      Debtor's estate, prosecute actions on the Debtor's behalf,
      defend any actions commenced against the Debtor, negotiate
      disputes in which the Debtor is involved and prepare
      objections to claims filed against the Debtor's estate;

  (b) provide legal advice with respect to the Debtor's powers
      and duties as debtor-in-possession in the continued
      operation of its business and management of its
      properties;

  (c) negotiate, prepare and pursue confirmation of a plan of
      reorganization and approval of a disclosure statement;

  (d) prepare, on the Debtor's behalf, necessary motions,
      applications, answers, orders, reports and other legal
      papers in connection with the administration of the
      Debtor's estate;

  (e) appear in Court and protect the Debtor's interest before
      the Court; and

  (f) assist with any disposition of the Debtor's assets, by
      sale or otherwise.

The Debtor will pay Bayard according to the firm's customary
hourly rates:

     Professional                               Hourly Rates
     ------------                               ------------
     Directors                                  $440 to $675
     Associates and Counsel                     $205 to $415
     Paralegals & Case Management Assistants    $180 to $85

The Debtor will also reimburse Bayard for any necessary out-of-
pocket expenses the firm incurs while providing services for the
Debtor.

Steven M. Yoder, Esq., a director and shareholder of Bayard,
assures the Court that his firm does not represent any interest
adverse to the Debtor and its estate, and is a ?disinterested
person? as the term is defined under Section 101(14) of the
Bankruptcy Code.

Mr. Yoder discloses that Bayard may have been or may be currently
representing these parties, among others, in matters unrelated to
the Debtor's case:

  * ADT,
  * AT&T,
  * BAX Global,
  * CDW,
  * Circuit City,
  * Let's Talk,
  * Major League Baseball,
  * Motorola,
  * Sony BMG Music,
  * Sprint PCS,
  * Verizon Wireless, and
  * Warner Bros.

Mr. Yoder also discloses that on June 1, 2007, the Debtor sent
Bayard a $35,000 retainer through wire transfer.  About $11,436 of
the Retainer was drawn to pay for Bayard's prepetition fees and
expenses.  A balance of $23,563, which will be applied to future
fees and expenses, remains in the Debtor's client trust account.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  When it
sought bankruptcy, Amp'D Mobile listed total assets of between
$1 million to $100 million and estimated debts of more than
$100 million.

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 4;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMP'D MOBILE: Taps Sherwood Partners as Financial Advisors
----------------------------------------------------------
Amp'd Mobile Inc. seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Sherwood Partners LLC
as its financial advisor, nunc pro tunc to June 1, 2007.

Sherwood is expected to:

  (a) assist the Debtor in preparing and filling financial
      documents or reports;

  (b) assist the Debtor with determining whether or not its
      business is viable on a going forward basis;

  (c) assess the Debtor's postpetition finances, including its
      revenues and its disbursements;

  (d) assist the Debtor in preparing cash flows, which
      accompany its cash collateral motion as well as those in
      support of a DIP financing or plan of reorganization;

  (e) advise the Debtor with regard to the financial viability
      of any reorganization plan;

  (f) review the performance of the Debtor's management;

  (g) participate in discussions with Debtor's counsel, as
      necessary;

  (h) meet with the Debtor's representatives and representatives
      of important constituents including the Debtor's secured
      creditor, Kings Road Investment, Ltd., its financial
      advisors and any other significant creditors or parties as
      necessary;

  (i) analyze and advise the Debtor regarding proposed sales of
      any assets; and

  (j) assist the Debtor with regard to litigation and contested
      matters that arise in the bankruptcy case including
      assistance to the Debtor on matters that the Debtor
      commences.

The Debtor intends to employ five Sherwood professionals and pay
those professionals in accordance with the firm's hourly rates:

         Michael A. Maidy               $500
         Andrew De Camara               $400
         Neal Gluckman                  $400
         Edward Traum                   $400
         Tim Cox                        $300

The Debtor may hire more Sherwood professionals as deemed
necessary.

The Debtor has agreed to indemnify Sherwood under certain
circumstances.

Mr. Maidy, president of Sherwood, assures the Court that his firm
does not represent any interest adverse to the Debtor and its
estate, and is a ?disinterested person? as the term is defined
under Section 101(14) of the Bankruptcy Code.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  When it
sought bankruptcy, Amp'D Mobile listed total assets of between
$1 million to $100 million and estimated debts of more than
$100 million.

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 4;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


ANN TAYLOR: Weak Operating Trends Cue S&P to Revise Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New York
City-based Ann Taylor Inc. to stable from positive.  S&P are also
affirming the 'BB-' corporate credit rating on the company.

"The outlook change reflects recent weak operating trends," said
Standard & Poor's credit analyst Jackie E. Oberoi, "including two
quarters of negative comparable-store sales and declining EBITDA
levels compared with a year ago."  The rating reflects high
business risk at ANN because of its participation in the highly
competitive and fashion-sensitive specialty women's apparel
industry, historically inconsistent operating performance, and the
fast-growth strategy of the Ann Taylor Loft business.  ANN is the
wholly owned operating subsidiary of Ann Taylor Stores Corp.


ASARCO LLC: Can Employ CDM for Water Treatment Work
---------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
CDM to perform water treatment work on certain of its properties.

As reported in the Troubled Company Reporter on May 25, 2007, the
Debtors and Camp Dresser McKee Inc., a consulting, engineering,
construction, and operations firm are parties to a Professional
Services Agreement dated September 2003.  Pursuant to the
Agreement, CDM will prepare and ASARCO will approve a specific
scope of services and fee schedule for each scope of work.

ASARCO can retain CDM in connection with these projects:

                                                     Estimated
   Location             Nature of Work                 Cost
   --------             --------------               ---------
   El Paso, Texas   Groundwater - evaluation of       $199,102
                    remedial treatment options,
                    peer review of treatment
                    system pilot testing, and
                    regulatory guidance.

   Mike Horse Mine/ Mine Adit Drainage -               146,392
   Upper Blackfoot  preliminary design of active
   Mining Complex,  water treatment and sludge
   Montana          disposal system.

   East Helena,     Groundwater - evaluation of         51,731
   Montana          remedial treatment options.

   Trench Mine/     Mine Adit Drainage - final          30,000
   Alum Gulch,      design and construction
   Arizona          oversight of water treatment
                    System.

   Salero Ranch,    Surface and Groundwater -           20,000
   Arizona          maintenance and organization
                    existing passive adit water
                    treatment system.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Asbestos Panel Taps Claro Group as Insurance Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Asbestos
Debtors in ASARCO LLC and its debtor-affiliates' bankruptcy cases
asks the U.S. Bankruptcy Court for the Southern District of Texas
to employ David P. Anderson of The Claro Group, as insurance
advisor.

The Asbestos Committee had retained Risk International because of
the extensive experience and knowledge of David P. Anderson, one
of Risk International's employees, Jacob L. Newton, Esq., at
Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas,
tells the Court.  Mr. Anderson is no longer associated with Risk
International.  As of May 2007, Mr. Anderson is now employed by
The Claro Group, a consulting firm that provides services to
ASARCO LLC, the Asbestos Debtors' parent company.

The Asbestos Committee asserts that Mr. Anderson's continued
retention would be beneficial and would avoid waste by preserving
the history, knowledge and experience that the Asbestos Committee
and Mr. Anderson have developed.

As insurance advisor, Mr. Anderson will:

  (a) provide professional consultation with respect to
      insurance matters;

  (b) assist the Asbestos Committee in the analysis and
      evaluation of the availability, extent, and validity of
      all insurance policies owned by the Debtors;

  (c) assist the Asbestos Committee in the analysis and
      evaluation of insurance policies, as needed;

  (d) assist the Asbestos Committee in their analysis and
      evaluation of all defenses asserted by any insurance
      carrier;

  (e) attend and participate in meetings of the Asbestos
      Committee, its counsel and other parties-in-interest;

  (f) consult with and advise the Asbestos Committee regarding
      any program for the disposition of assets advocated by the
      Debtors;

  (g) prepare for, attend, and participate in meetings with
      creditors or the Debtors, and assist in assembling
      information needed by the Asbestos Committee in
      performance of its statutory powers and duties to its
      constituents, including rights and remedies of the
      Asbestos Committee and its constituents with regard to the
      assets of, and claims against, the Debtors, all insurance
      carriers, and other creditors of Debtors' estates;

  (h) perform other insurance related services that the Asbestos
      Committee may from time to time ask in the conduct of
      their businesses;

  (i) advise, consult with, and assist the Asbestos Committee in
      its investigation of the acts, conduct, assets,
      liabilities and financial condition of Debtors, the
      operation of Debtors' businesses and the desirability of
      the continuance of Debtors' businesses; and

  (j) assist the Asbestos Committee in the negotiation of or
      opposition to a plan or plans of reorganization.

Mr. Anderson will be paid $400 hourly for his services.

Mr. Anderson assures the Court that he does not represent any
interest adverse to the Asbestos Committee, and is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Mr. Anderson relates that he and the Claro Group have implemented
procedures and safeguards that, in effect, erect an "ethical
wall" between the Claro Group employees who are currently working
on matters with ASARCO and Mr. Anderson in his capacity as a
consultant for the Asbestos Committee.

Mr. Anderson maintains that those procedures and safeguards
ensure that:

  -- confidential and proprietary client information is not used
     in connection with any matter or in any manner, except that
     for which it was intended by the Asbestos Committee; and

  -- confidential or proprietary information is not disclosed,
     intentionally or inadvertently, to individuals not working
     for the Asbestos Committee.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ASHVIN SRIVASTAVA: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ashvin Srivastava
        117 North Washington Drive
        Sarasota, FL 34236

Bankruptcy Case No.: 07-04866

Chapter 11 Petition Date: June 8, 2007

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: David W. Steen, Esq.
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
AmEx Delta Platinum         credit card                 $1,177
                            purchases

AmEx Platinum               credit card                $15,188
                            purchases]

Credit Collection Services  collection agency             $374
                            for NStar/Gas

Dan Branch                  lawsuit                   $160,000
240 North Washington
Boulevard
Suite 700
Sarasota, FL 34236

Genuine Lawn Care           lawn maintenance              $642

M. Jay Lancer               lawsuit                   $170,000
c/o Scott D. McKay, Esq.
McKay Law Firm, P.A.
2055 Wood Street,
Suite 120
Sarasota, FL 34237

Old Navy                    credit card                   $359
                            purchases

Progressive Payroll         lawsuit                    $50,000
Services

Robert Lee                  lawsuits                  $170,000
c/o Damian M. Ozark, Esq.
Ozark, Perron & Nelson,
P.A.
2808 Manatee Avenue West
Bradenton, FL 34205

Sprint                      phone service                 $778

Total Credit Recovery,      collection agency          $14,760
U.S.A.                      for American Express

Tropicana Federal C.U.                                 $14,819


BAUSCH & LOMB: Warburg Pincus Buyout Raises Fears on Outsourcing
----------------------------------------------------------------
In an effort to get out of the public spotlight after federal
regulators identified Bausch & Lomb lens cleaner ReNu with
MoistureLoc as the alleged root cause of a potentially blinding
fungal infection, the company has accepted a $4.5 billion bid from
New York City-based private equity player Warburg Pincus.

Bausch & Lomb is one of the largest employers in Rochester, New
York, and has been at the forefront in that city in demonstrating
a commitment to workplace diversity and creating jobs with quality
benefits, thus the buyout raises concerns about possible layoffs
or moving manufacturing jobs out of the area or offshore.

Warburg Pincus' connections and history give rise to these
concerns.  The firm is a major investor in India and China, and
has a majority stake in WNS, the largest offshore business process
company in India.  In 2002, after acquiring the Town and Country
Assistance, a U.K. insurance claims management company, WNS moved
some of the claims processing and network maintenance work to
India.

In defense of that move, Warburg Pincus executive Wolfe Strouse
told a Wharton interviewer, "We have seen tremendous efficiencies
from both the technology enablement and also from the highly
skilled labor in India ... I think you will see more such
arrangements, where control and strategic level remains with the
customer but the processing piece moves offshore."

The private equity buyout industry, armed with more than a
Half trillion dollars of capital, is engineering financial deals
that together are larger than the annual budgets of most of the
world's countries.  This financial juggernaut is generating hefty
returns to its investors, extraordinary riches for its executives,
and newly relevant questions about the impact of its business
practices on American workers, businesses, communities, and the
nation.

The Service Employees International Union has released a set of
principles designed to address the concerns of investors, the
public, and workers including:

   -- The buyout industry should play by the same set of rules as
everyone else, including providing transparency and disclosure
about their businesses, supporting equitable tax rates, and
eliminating conflicts of interest and other potential abuses in
their transactions;

   -- Workers should have a voice in the deals and benefit from
their outcome; and

   -- Community stakeholders, including consumer organizations and
the public, should have a voice in the deals and benefit from
their outcome.

SEIU members participate in pension funds with more than $1
trillion in assets, most of which invest 5 percent to 10 percent
of their assets in private equity. SEIU is a longtime advocate of
responsible corporate governance practices and an active member of
the Council of Institutional Investors, an organization of more
than 130 pension funds whose assets exceed $3 trillion.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico.

                    Rating Agencies Take Action

As reported in the Troubled Company Reporter on May 28, 2007, the
Warburg Pincus Deal prompted Standard & Poor's Ratings Services to
lower its ratings on Bausch & Lomb and placed them on CreditWatch
with negative implications.  Among others, S&P lowered the
company's corporate credit rating to 'BB+' from 'BBB'.

According to S&P, even if the transaction is not consummated,
management's willingness to aggressively increase leverage to this
extent is not commensurate with an investment-grade rating.

Additionally, Moody's Investors Service said it will continue its
review of Bausch & Lomb's ratings for possible downgrade,
including the company's Ba1 Corporate Family rating.

Sidney Matti, an analyst at Moody's, stated that, "The review for
possible downgrade will focus primarily on the company's post-
acquisition capital structure and the likelihood that BOL's post-
acquisition credit metrics would fall below the 'Ba' rating
category."

Furthermore, Fitch maintained its Negative Rating Watch on Bausch
& Lomb emphasizing that the transaction would significantly
increase leverage and likely result in a multiple-notch downgrade.

Fitch also warns that the transaction would result in an Issuer
Default Rating of no higher than 'BB-'.


BEST BRANDS: Moody's Cuts Corporate Credit Rating to B3 from B2
---------------------------------------------------------------
Moody's Investors Service downgraded Best Brands Corporation's
corporate family rating to B3 from B2, and lowered the ratings on
the company's first and second lien senior secured credit
facilities.  The ratings remain under review for possible
downgrade.

The downgrade was prompted by Moody's expectation that the company
will likely not meet the 6.0x Debt/EBITDA target set for 2007,
which was a key assumption in assigning the original rating, as
weaker than expected operating performance is leading to downward
revisions in EBITDA projections and the need to renegotiate
covenants due to potential violations.  Moody's is continuing the
review for possible downgrade due to concern that the company's
liquidity will remain strained over the near-to-intermediate term,
even if the latest amendment request is approved.  LGD assessments
are also subject to change.

Ratings downgraded:

Best Brands Corporation:

   -- Corporate family rating to B3 from B2;

   -- Probability of default rating to B3 from B2;

   -- $30 million first-lien revolving credit facility due 2011
      to B2 from B1;

   -- $170 million first-lien Term Loan B due 2012 to B2 from
      B1;

   -- $75 million second-lien Term Loan due 2013 to Caa2 from
      Caa1.

The company recently received a waiver and amendment to its credit
facility to allow for the late delivery of its financial
statements and allow one-time adjustments to its 2006 EBITDA and
debt calculations in order to ensure compliance with its financial
covenants.  However, input costs are increasing more rapidly than
expected, particularly for eggs, due to rising corn/feed prices,
while revenue/volume levels are slightly
weaker than expected due to product realignment issues at certain
key customers.  These factors have led to downward revisions in
the company's EBITDA forecast, and the need to seek additional
covenant relief.  The company is also seeking additional time to
complete its 2006 audit.

Moody's review will focus on:

   (1) the company's ability to obtain an amendment to its
       credit facilities;

   (2) its ability to comply with any revised financial
       covenants and maintain adequate financial flexibility
       over the near-to-intermediate term as borrowings under
       the revolver have been higher than expected;

   (3) its ability to offset rising input costs with incremental
       cost saving initiatives, achieve synergies, improve
       profitability, and reduce leverage; and

   (4) its ability to stabilize recent modest revenue declines
       and resume growth.

Headquartered in Minnetonka, Minnesota, Best Brands Corporation
(parent company is Value Creation Partners, Inc.) is a leading
manufacturer and distributor of specialty bakery products in the
U.S., with pro forma revenues for 2006 approaching $500 million.


BIOTA BRANDS: Court Sets June 28 Hearing on Bankruptcy Status
----------------------- -------------------------------------
BIOTA Brands of America, Inc.'s status as a debtor under Chapter
11 of the Bankruptcy Code remains unsure as the U.S. Bankruptcy
Court for the District of Colorado kept changing its rulings,
Beverly Corbell of the Daily Sentinel reports.

The report discloses that on May 30, 2007, the Hon. Sidney Brooks,
at the behest of creditor UPS Capital Business Credit, to suspend
the Debtor's relief from stay and gave the go signal for the
foreclosure to proceed.  However, on June 13, 2007, Judge Brooks
reversed his decision and allowed the stay to remain in effect,
the report adds.

A final hearing on the Debtor's status has been set for June 28,
2007.

Headquartered ib Telluride, Colorado, BIOTA Brands of America,
Inc. -- http://biotaspringwater.com/-- provides biodegradable
plastic-bottled water.  The company filed for Chapter 11
protection on April 17, 2007 (Bankr. D. Colo. Case No. 07-13730).
Duncan E. Barber, Esq., in Denver, Colorado, represents the
Debtor.  When the Debtor filed for protection from its creditors,
it listed total assets of $5,356,153 and total debts of
$10,587,429.


BON-TON STORES: Posts $29.3 Million Net Loss in Qtr Ended May 5
---------------------------------------------------------------
The Bon-Ton Stores Inc. reported reported a net loss of
$29.3 million for the first quarter ended May 5, 2007, compared to
a net loss of $10.8 million for the first quarter ended April 29,
2006.

For the first quarter of fiscal 2007, total sales increased 31.3%
to $737.6 million compared to $561.8 million for the same period
last year.  The first quarter of fiscal 2007 sales include
Carson's stores sales of $476.9 million for the period ended
May 5, 2007.  For the first quarter, Bon-Ton comparable store
sales decreased 2.5% and Carson's comparable store sales decreased
0.8%.

Bud Bergren, president and chief executive officer, commented,
"Our first quarter 2007 results included the first five weeks of
Carson's operations compared to the first quarter 2006 results
which did not include this five-week period.  This is historically
a clearance-driven period with low margins.  We were comfortable
with our performance in the first two months of the quarter and
then the coldest April in ten years hit, which had a substantial
adverse impact on our sales results and put pressure on our margin
dollars.  We are encouraged by the strong performance in several
key merchandise categories in the first quarter including better
sportswear, children's, intimate apparel and shoes, and by the
overall sales trends that improved once the weather became more
seasonal.  Customers have been responding positively to our
assortments.  We will continue to manage our inventories and
control expenses to plan."

Mr. Bergren continued, "I would like to reiterate what we said a
year ago - the integration of the Carson's and Bon-Ton is a two-
year process; we will not have a 'normalized' year until 2008.  We
are still on track with the integration process.  We believe we
have the right initiatives in place and remain intently focused on
driving sales and profit for our company."

Keith Plowman, e0xecutive vice president and chief financial
fficer, commented, "We were not satisfied with our fiscal 2007
first quarter financial results.  We planned for the fiscal 2007
first quarter loss to exceed last year due to the inclusion of
Carson's operations for the first five weeks of the year, which is
a historically low margin period, while this same five weeks of
Carson's operations was not included in the fiscal 2006 first
quarter results.  During the last month of the quarter, the
unseasonably cold weather and the resultant lower April sales
volume pushed our margin dollars below our expectations.  With the
return of more seasonable weather during the month of May, we have
seen an improvement in our sales performance and we believe our
fiscal 2007 performance will be in the lower end of the range of
the guidance provided previously for fiscal 2007, with the
earnings per share range of $3.40 to $3.50 and the EBITDA range of
$315 to $320 million."

At May 5, 2007, the company's balance sheet showed $2.16 billion
in total assets, $1.84 billion in total liabilities, and
$318.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 5, 2007, are available for
free at http://researcharchives.com/t/s?20fb

                     About The Bon Ton Stores

The Bon Ton Stores Inc. (NasdaqGS: BONT) -- http://www.bonton.com/
-- operates 277 department stores, which include eight furniture
galleries, in 23 states in the Northeast, Midwest and upper Great
Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie
Scott, Elder-Beerman, Herberger's and Younkers nameplates and,
under the Parisian nameplate, two stores in the Detroit, Michigan
area.  The stores offer a broad assortment of brand-name fashion
apparel and accessories for women, men and children, as well as
cosmetics and home furnishings.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2007, Fitch
has upgraded The Bon-Ton Stores Inc.'s Issuer Default Rating to B
from B-.  The Rating Outlook is Stable.


BRIDGEPORT CLO: S&P Prelim. Rates $19 Million Class D Notes at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bridgeport CLO II Ltd./Bridgeport CLO II Corp.'s
$478 million notes due 2021.

The preliminary ratings are based on information as of June 14,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The credit enhancement provided through the subordination
        of cash flows to the respective class;

     -- The transaction's cash flow structure, which was subjected
        to various stresses requested by Standard & Poor's;

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.


                 Preliminary Ratings Assigned
       Bridgeport CLO II Ltd./Bridgeport CLO II Corp.

      Class                     Rating          Amount
      -----                     ------          ------
      A-1                       AAA          $390,000,000
      A-2                       AA            $21,000,000
      B                         A             $26,000,000
      C                         BBB           $22,000,000
      D                         BB            $19,000,000
      Subordinated notes        NR            $38,000,000

                            NR - Not rated.


BRISTOW GROUP: Completes $300 Million Sr. Notes Private Offering
----------------------------------------------------------------
Bristow Group Inc. has closed its private offering of $300 million
of senior notes due 2017.  The notes priced at par and will carry
an interest rate of 7-1/2%.

The company intends to use the net proceeds from the offering to
fund additional aircraft purchases under options and for general
corporate purposes.  Interest is payable on March 15 and September
15, beginning Sept. 15, 2007.

The notes will not initially be registered under the Securities
Act of 1933 or the securities laws of any state and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements under the
Securities Act and applicable state securities laws.  The notes
may be resold by the initial purchasers pursuant to Rule 144A and
Regulation S under the Securities Act.

Headquartered in Houston, Texas, Bristow Group, Inc. --
http://www.bristowgroup.com-- (NYSE:BRS), fka Offshore Logistics,
Inc., provides helicopter transportation services to the worldwide
offshore oil and gas industry with operations in the United States
Gulf of Mexico and the North Sea.  The company also has
operations, both directly and indirectly, in offshore oil and gas
producing regions of the world, including Australia, Brazil,
China, Mexico, Nigeria, Russia and Trinidad.  The company also
provides production management services for oil and gas production
facilities in the United States Gulf of Mexico.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services assigned its 'BB' rating to
helicopter service company Bristow Group Inc.'s $250 million
senior notes due 2017.  At the same time, Standard & Poor's
affirmed the 'BB' corporate credit rating and all other ratings on
the company.  The outlook is negative.


CALPINE CORP: Melissa Brown Promoted to Senior Vice-President
-------------------------------------------------------------
Calpine Corporation has promoted Melissa Brown to Senior Vice
President of Strategy and Financial Planning and Analysis,
reporting to the Chief Financial Officer Lisa Donahue.

In her new position, Ms. Brown will provide research and analysis
on strategic matters and oversee Calpine's Financial Planning and
Analysis group, which provides budgets, short-to mid-term
forecasts, variance analysis and plant-and corporate-level
financial metric analysis.  In addition, she will manage an
analytics group, which provides economic analysis for expansions,
mergers and acquisitions and other development projects, as well
as for asset rationalizations and large capital expenditures.

"As Calpine moves forward with its plans to emerge from
bankruptcy, we continue to benefit from Melissa's expertise in
asset divestitures, credit group coordination and other
restructuring related matters," Calpine's Chief Executive Officer
Robert P. May said.  "She is a seasoned financial executive with
more than 17 years of experience in the energy industry in
finance, transactions and general operations and is an asset to
our management team," he added.

Ms. Brown joined Calpine in March 2006 as the Senior Vice
President-Treasurer and will maintain this role on an interim
basis, continuing to manage the Treasury and Corporate Insurance
functions.  After receiving a bachelor of science in business
administration from Oklahoma State University she began her
business career at AES Corporation where she was the Manager of
Corporate Financial Analysis.  While at AES, Ms. Brown completed
her master's in business administration from the College of
William and Mary.  She later joined NRG Energy where she held
positions of increasing responsibility in a variety of groups,
including Northeast Region, Treasury, Australia, Asset Sales, NEO
Corporation, Corporate Strategy and Portfolio Assessment, Latin
America and Emerging Markets and attained the position of
Executive Director of Business Development.  While at NRG, Ms.
Brown also served as a member of the restructuring team while NRG
proceeded through bankruptcy.  Ms. Brown remained with the company
as a member of the management team of the Northeast Region with
specific responsibilities including regional strategy, budget,
financial analysis and development.

                    About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.

Calpine Corp. has until June 20, 2007, to file a plan, and until
Aug. 20, 2007, to solicit acceptances of that plan.


CANARGO ENERGY: Completes $15MM Debt Conversion & Restructuring
---------------------------------------------------------------
CanArgo Energy Corporation has finalized the conversion of
$15 million of debt and the restructuring of short-term interest
payments on CanArgo's remaining convertible debt.   CanArgo also
disclosed further plans for the listing of its associate company
Tethys Petroleum Limited.

The conversion of an aggregate of $15 million of CanArgo's senior
and senior subordinated convertible debt, held by Persistency
Capital and certain accredited investors arranged by Ingalls &
Snyder LLC into 6 million ordinary shares in Tethys has now been
completed.  The 6 million ordinary shares in Tethys received by
the Converting Shareholders were transferred by CanArgo Limited, a
wholly owned subsidiary of CanArgo.

After this transaction CanArgo retains 8 million ordinary shares
in Tethys, this equating to approximately 29.7% of the current
issued and outstanding share capital of Tethys.  As part of this
transaction Ingalls & Snyder LLC have been issued with
11.1 million compensatory warrants to subscribe for shares of
CanArgo common stock at an exercise price of $0.90 per share, and
Persistency with 5 million compensatory warrants to subscribe for
shares of CanArgo common stock at an exercise price of $1 per
share.

These warrants will expire on July 25, 2009, and Sept. 1, 2009,
but their expiry may be accelerated by CanArgo in certain
circumstances, including in the event that the Manavi M12 well in
Georgia indicates sustainable production, if developed, in excess
of 7,500 barrels of oil per day.

It was also reported that the Toronto Stock Exchange has
conditionally approved the listing of the ordinary shares of
Tethys, subject to Tethys fulfilling all of the requirements of
the TSX including completion of an initial public offering, within
a prescribed time period.

CanArgo also stated that agreement has been reached with its
remaining loan noteholders to restructure its short-term loan
interest obligations.  Interest payments of approximately
$2.1 million in aggregate due on June 30, 2007, shall not be paid
in cash but shall in substitution be satisfied by way of the issue
of approximately $2.1 million of further notes to the loan
noteholders on the same terms as their existing notes.  This
agreement is an important step to ensure that the company's
current operations proceed as planned in Georgia.

                        About CanArgo Energy

CanArgo Energy Corp. (AMEX: CNR) -- http://www.canargo.com/--
is an oil and gas exploration and production company operating in
the oil and gas provinces of the former Soviet Union.  CanArgo is
currently focused primarily on Georgia in the Caucasus, and more
recently has become involved in the major hydrocarbon producing
country of Kazakhstan.  In Georgia, the company has been actively
exploring for new deposits of oil and gas, and is currently
appraising what could be a substantial new discovery of oil.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 26, 2007, LJ
Soldinger Associates LLC raised substantial doubt about the
ability of CanArgo Energy Corp. to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2006, and 2005.   The auditing firm stated that the
company may not have sufficient funds to execute its business
plan.


CHARLES REYES: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Charles W. Reyes
        Linda J. Reyes
        30 Darbywood Lane
        Belpre, OH 45714

Bankruptcy Case No.: 07-bk-54351

Chapter 11 Petition Date: June 6, 2007

Court: Southern District of Ohio (Columbus)

Judge: Linda J. Reyes

Debtor's Counsel: W. Mark Jump, Esq.
                  Koffel & Jump
                  2130 Arlington Avenue
                  Columbus, OH 43221
                  Tel: (614) 481-4480

Estimated Assets: $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
B.B.&T.                     308 Main Street,          $190,000
6402 Arlington Boulevard,   Belpre, OH and
Suite 830                   U.C.C./security
Falls Church, VA            interest on
22042-2398                  assets of medical
                            practice $3,125
                            per month

                            business loan              $16,000

Collegiate Funding          student loan/             $165,000
Services                    parent plus
P.O. Box 6004
Ridgeland, MS 39158-6004

Medicare/Palmetto G.B.A.    statutory lien            $145,000
4249 Easton Way             accounts
Columbus, OH 43219          receivables of
                            medical practice;
                            value of senior
                            lien: $190,000

Internal Revenue Service    tax debt; statutory        $36,700
                            lien; value of
                            senior lien:
                            $190,000

                            income tax                 $49,000

Camden Clark Memorial       U.C.C./security            $49,508
Hospital                    interest on
                            assets of medical
                            practice $3,125
                            per month; value
                            of medical
                            practice: $190,000

M.B.N.A. America            line of credit             $40,538

                            credit card                 $6,451
                            purchases

State of Ohio Department    income tax                 $17,585
of Taxation

Wells Fargo                 account                    $15,000

Chase Automotive Finance    2001 Jeep Cherokee         $12,908
                            $408/month; value
                            of security:
                            $6,300

H.F.C.                      line of credit             $10,675

United Bank, Inc.           estimated unsecured        $10,000
                            deficiency balance
                            after liquidation
                            of 2003 jeep

Citifinancial               loan                        $9,478

Citibank                    credit card                 $8,289

G.E. Money Bank             credit card                 $8,248
                            purchases

Wells Fargo                 account                     $8,200

Universal Card              credit card                 $8,050
                            purchases


CLEVELAND-CLIFFS: Agrees to Buy PinnOak for $450 Million in Cash
----------------------------------------------------------------
Cleveland-Cliffs Inc. has agreed to acquire PinnOak Resources,
LLC, and its subsidiary operating companies, for $450 million in
cash plus approximately $150 million in debt.

Payment of 25 percent of the cash portion will be deferred until
Dec. 31, 2009.  The transaction is expected to close within 60
days and is subject to regulatory clearances.

"This acquisition represents an attractive expansion opportunity
for our company.  When combined with our Australian coking and
thermal coal operation, the Sonoma Project, the company will
control a 10 million ton position, with the majority being for
export," commented Joseph A. Carrabba, Cleveland-Cliffs chairman,
president and chief executive officer.  "It marks yet another step
in the execution of our strategy to deepen Cliffs' exposure to
faster growing international markets and further diversify its
mineral sales."

The transaction is expected to increase Cliffs' 2008 revenues by
approximately $400 million and add approximately $100 million in
EBITDA.  Due to customer transition issues, full-year 2007
revenues are expected to be approximately $300 million.  The
transaction will have minimal earnings impact to Cliffs in 2007 as
it covers acquisition and integration costs.

"We are excited to welcome the PinnOak team to the Cliffs
organization as they provide a depth of experience and an
additional growth platform consistent with the Company's strategic
objectives," Carrabba added.

                        PinnOak Projects

PinnOak is a privately owned domestic producer of high-quality,
low-volatile metallurgical coal.

PinnOak's operations include two complexes comprising three
underground mines -- the Pinnacle and Green Ridge mines in
southern West Virginia, and the Oak Grove mine near Birmingham,
Alabama.  Combined, the mines have the capacity to produce in
excess of seven million tons of premium-quality metallurgical coal
annually.

The Pinnacle complex, located in Pineville, West Virginia,
comprises the Pinnacle and Green Ridge properties.  In operation
since 1969, Pinnacle produces a high-quality, low-volatile
metallurgical coal and boasts the only longwall plow system in the
United States.  The Green Ridge mine, opened in 2004, also
produces a premium-quality product. Coal from both mines is
processed by the Pinnacle Preparation Plant and then shipped to
the customer via the Norfolk Southern rail line and exports from
the port of Norfolk, Virginia.

Located in Adger, Alabama, the Oak Grove mine has been in
operation since 1975 producing high-quality, low-volatile, very
low-sulfur product, which is in high demand due to its excellent
coking characteristics.  Processing from this mine is done at the
Concord Preparation Plant and product is transported domestically
by rail, barge or truck.  International shipments initiate from
the port of Mobile, Alabama.

Approximately 80 percent of PinnOak's total 2007 production is
slated for the international steel market, with the balance
committed to integrated steelmakers in the United States.  The
company produced approximately 3.9 million tons of coal in 2006
and has current estimated reserves of 140 million tons.

                    About Cleveland-Cliffs Inc.

Based in Cleveland, Ohio, Cleveland-Cliffs Inc. (NYSE:
CLF) -- http://www.cleveland-cliffs.com/-- produces iron ore
pellets in North America, and sells the majority of its pellets to
integrated steel companies in North America and Canada. The
company operates six iron ore mines located in Michigan, Minnesota
and Eastern Canada.  The company is a majority owner of Portman
Limited, an iron ore mining company in Australia, serving the
Asian iron ore markets with direct-shipping fines and lump ore.

                          *     *     *

Cleveland-Cliffs, Inc.'s preferred stocks carry Moody's Investor
Service's 'B3' rating.


COMMERCIAL MORTGAGE: S&P Lowers Rating on Class H Certs. to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class F, G, and H commercial mortgage lease-backed certificates
from Commercial Mortgage Lease-Backed Securities LLC's series
2001-CMLB-1 and removed them from CreditWatch, where they were
placed with negative implications on May 22, 2007.  Concurrently,
S&P affirmed its 'BBB+' rating on class E and removed it from
CreditWatch with negative implications, where it was also placed
on May 22, 2007.

The CreditWatch resolutions follow the lowering of the corporate
credit rating on Dollar General Corp. to B/Negative/-- from
BB+/Watch Neg/--.  The lowered and affirmed ratings reflect
Standard & Poor's analysis of the transaction in relation to the
current rating on Dollar General Corp.

As of the May 21, 2007, remittance report, the collateral for
series 2001-CMLB-1 consisted of 113 credit tenant lease loans
($332.2 million, 90%), three notes ($33.8 million, 9%) secured by
properties leased to Dollar General Corp., and one loan ($2.5
million) that was defeased.  Dollar General Corp. represents the
fourth-largest tenant exposure within the transaction.  The
aggregate balance of the collateral is $368.5 million.

Because the transaction is collateralized by CTL loans, the
ratings on the certificates may fluctuate over time as the ratings
on the underlying tenants and guarantors change.  Standard &
Poor's stressed various loans in its analysis and reviewed the
resultant credit enhancement levels in conjunction with the levels
determined by Standard & Poor's credit lease default model.


     Ratings Lowered and Removed from Creditwatch Negative

        Commercial Mortgage Lease-Backed Securities LLC
         Commercial mortgage lease-backed certificates
                       series 2001-CMLB-1

                  Rating
                  ------
        Class   To      From            Credit enhancement
        -----   --      ----            ------------------
          F     BB+     BBB-/Watch Neg        7.55%
          G     BB-     BB/Watch Neg          4.96%
          H     B-      B/Watch Neg           1.73%


     Rating Affirmed and Removed from Creditwatch Negative

        Commercial Mortgage Lease-Backed Securities LLC
         Commercial mortgage lease-backed certificates
                       series 2001-CMLB-1

                Rating
                ------
     Class   To        From             Credit enhancement
     -----   --        ----              ----------------
       E     BBB+      BBB+/Watch Neg         10.78%


CONSECO INC: Moody's Rates $200 Mil. Sr. Credit Facility at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating, with a stable
outlook, to the $200 million incremental senior secured credit
facility of Conseco, Inc. (Conseco, NYSE: CNO; senior secured
credit facility at Ba3).

Proceeds from the $200 million incremental facility, due 2013, are
intended to be used to support the company's share buyback program
and provide capital support to certain insurance subsidiaries.  As
of March 31, 2007, the company had $671 million outstanding on its
term bank facility.  Moody's said that the terms of the facility
remain relatively unchanged, although the company did refresh the
accordion option to increase the term loan facility to $330
million and increased the restricted payments to $300 million from
$150 million.

"The increased interest cost of the additional bank debt will be
more than offset by the $38 million decrease in annual preferred
dividends from the recent conversion of the manditorily
convertible preferred stock to common stock," Scott Robinson,
Moody's Vice President and Senior Credit Officer said.  The
company's financial leverage remains well within Moody's
expectations.

The rating agency noted that the Baa3 insurance financial strength
rating on Conseco's insurance subsidiaries as well as the ratings
on the secured credit facility and senior convertible debentures
(Ba3 and B1, respectively) of Conseco, Inc. are based on the
improvement in the company's financial profile since the holding
company emerged from bankruptcy, as well as a recognition of the
challenges that the company faces in improving its business
profile.

Moody's commented that the company's current capital structure
should provide Conseco the flexibility to make needed improvements
in its operations and work on executing its business strategy.
However, the current ratings also reflect the challenges that the
company will face in improving its market presence, maintaining
the strength of its agency force,
improving financial reporting controls and in growing new business
in a profitable manner.  At the same time, the ratings incorporate
the expectation that the company will maintain earnings interest
coverage of at least two times and consolidated risk based capital
of greater than 300%.

The last rating action took place on April 2, 2007, when Moody's
changed the outlook on Conseco and its insurance subsidiaries to
stable from positive.

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of Dec. 31, 2006, Conseco reported
total assets of $32.7 billion and shareholder's equity of $4.7
billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


CREDIT SUISSE: Moody's Rates 2005-TFL2 Class L Certs. at Ba1
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes
and affirmed the ratings of six classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-TFL2 as:

   -- Class A-2, $8,023,112, Floating, affirmed at Aaa;
   -- Class A-X-1, Notional, affirmed at Aaa;
   -- Class A-X-2, Notional, affirmed at Aaa;
   -- Class B, $37,000,000, Floating, affirmed at Aaa;
   -- Class C, $35,000,000, Floating, affirmed at Aaa;
   -- Class D, $16,000,000, Floating, upgraded to Aaa from Aa1;
   -- Class E, $14,000,000, Floating, upgraded to Aaa from Aa2;
   -- Class F, $21,000,000, Floating, upgraded to Aa1 from Aa3;
   -- Class G, $17,500,000, Floating, upgraded to Aa3 from A2;
   -- Class H, $16,500,000, Floating, upgraded to A1 from A3;
   -- Class J, $17,000,000, Floating, upgraded to A3 from Baa1;
   -- Class K, $14,500,000, Floating, upgraded to Baa2 from
      Baa3;

   -- Class L, $18,600,000, Floating, affirmed at Ba1.

The Certificates are collateralized by three mortgage loans or
mortgage loan participations.  As of the May 15, 2007 distribution
date, the transaction's aggregate certificate balance has
decreased by approximately 77.3% to $215.1 million from $948.1
million at securitization as a result of the payoff of 15 loans
initially in the pool.  The remaining loans range in size from
18.3% to 41.8% of the pool balance.

Moody's is upgrading Classes D, E, F, G, H, J and K due to
improved credit support resulting from loan payoffs and the stable
performance of the pool's remaining loans.


CREDIT SUISSE: Moody's Rates Six 2005-C3 Cert. Classes at Low-B
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 24 classes of
Credit Suisse First Boston Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2005-C3
as:

   -- Class A-1, $36,896,694, affirmed at Aaa;
   -- Class A-2, $176,757,000, affirmed at Aaa;
   -- Class A-3, $79,635,000, affirmed at Aaa;
   -- Class A-AB, $61,470,000, affirmed at Aaa;
   -- Class A-4, $372,531,000, affirmed at Aaa;
   -- Class A-1-A, $397,980,098, affirmed at Aaa;
   -- Class A-J, $135,048,000, affirmed at Aaa;
   -- Class A-M, $163,695,000, affirmed at Aaa;
   -- Class A-X, Notional, affirmed at Aaa;
   -- Class A-Y, Notional, affirmed at Aaa;
   -- Class A-SP, Notional, affirmed at Aaa;
   -- Class B, $34,785,000, affirmed at Aa2;
   -- Class C, $16,370,000, affirmed at A1;
   -- Class D, $14,323,000, affirmed at A2;
   -- Class E, $16,370,000, affirmed at A3;
   -- Class F, $20,462,000, affirmed at Baa1;
   -- Class G, $16,369,000, affirmed at Baa2;
   -- Class H, $18,416,000, affirmed at Baa3;
   -- Class J, $6,138,000, affirmed at Ba1;
   -- Class K, $8,185,000, affirmed at Ba2;
   -- Class L, $6,139,000, affirmed at Ba3;
   -- Class M, $4,092,000, affirmed at B1;
   -- Class N, $4,092,000, affirmed at B2;
   -- Class O, $6,139,000, affirmed at B3.

As of the May 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.3%
to $1.62 billion from $1.64 billion at securitization.  The
Certificates are collateralized by 199 mortgage loans.  The loans
range in size from less than 1.0% to 8.2% of the pool, with the
top 10 loans representing 38.9% of the pool.  The pool includes 53
co-op loans, representing 11.2% of the outstanding loan balance.
The pool also includes one shadow rated loan,
representing 0.5% of the outstanding loan balance.  One loan,
representing 0.4% of the pool, is in special servicing.  Moody's
estimates a loss of $1.4 million from the specially serviced loan.
There have been no loans liquidated from the pool and no loans
have defeased.  Thirty-one loans, representing 12.5% of the pool,
are on the master servicer's watchlist.

Moody's was provided with full-year 2005 and full-year 2006
operating results for 93.4% and 69.1%, respectively, of the pool.
Moody's weighted average loan to value ratio for the conduit
component is 97.8%, compared to 99.2% at securitization.

The shadow rated loan is the 635 Madison Avenue Loan ($8.6 million
- 0.5%), which is secured by a 144,000 square foot office building
located in New York City.  Moody's current shadow rating is Aaa,
the same as at securitization.

The three largest conduit loans represent 20.9% of the pool.  The
largest conduit loan is the San Diego Office Park Loan ($133.0
million - 8.2%), which is secured by an 11 building Class A office
complex totaling 645,000 square feet located in San Diego,
California.  The loan is interest only for the entire term.
Moody's LTV is in excess of 100.0% the same as at securitization.

The second largest conduit loan is the Southland Center Mall Loan
($112.3 million -- 7.0%), which is secured by the borrower's
interest in a 932,000 square foot, regional mall (640,000 square
feet of collateral) located in Taylor, Michigan. Moody's LTV is in
excess of 100.0% the same as at securitization.

The third largest conduit loan is the 80-90 Maiden Lane Loan
($92.9 million -- 5.7%), which is secured by two Class B office
buildings totaling 545,000 square feet and located in the
Insurance District of New York City.  Moody's LTV is in excess of
100.0% the same as at securitization.


DAIMLERCHRYSLER: Chrysler to Invest $450MM in Kenosha Engine Plant
------------------------------------------------------------------
Chrysler Group disclosed plans to invest $450 million in its
Kenosha Engine Plant in Wisconsin for a comprehensive retooling in
preparation for the launch of a new family of fuel-efficient V-6
engines.  The investment and retooling are part of an extensive
powertrain offensive that will commit a total of $3 billion to
develop and launch the new engines -- known as Phoenix engines --
in addition to a dual-clutch transmission joint venture with
German parts maker Getrag and new common axle family.  All are
part of Chrysler Group's commitment to advanced powertrain
technologies and the first step to more fuel-efficient vehicles.

Scheduled to begin production in January 2011, the plant will have
an annual Phoenix production capacity of 400,000 units when it
reaches full volume.

The event, held at the 1.9 million square-foot plant, marks
another significant milestone in the progress of the Chrysler
Group's Recovery and Transformation Plan.  Wisconsin Gov. Jim
Doyle; Kenosha Mayor John Antaramian; Richard Chow-Wah, Vice
President - Powertrain Manufacturing, Chrysler Group; Kenosha
Engine Plant Manager Kevin Sell; and UAW officials participated in
the news event.

"This retooling investment will allow us to build an entirely new,
globally competitive family of V-6 engines," Mr. Chow-Wah said.
"The Chrysler Group Recovery and Transformation Plan is focused on
new products, and the news supports a long-term commitment to new
vehicle components that support consumer demand for refined,
economical-to-operate vehicles for many years to come."

"Chrysler Group has had a 20-year-long presence in Kenosha and
even longer factoring in American Motors' storied past," Mr. Sell
said.  "With this new tooling and this new engine line, we're
demonstrating the commitment of Chrysler Group to support economic
development and invest in the communities where it does business.
Retooling for the Kenosha Phoenix Engine Plant will begin in June
2010.

"Wisconsin is one of America's leading manufacturing economies.
This $450 million commitment by Chrysler to our state demonstrates
that we continue to attract important investments that provide
high paying jobs for our workforce," Wisconsin Gov. Jim Doyle
said.  "This shows what can happen when state and local
governments work together to create a business-friendly
environment."

The Governor said that Chrysler Group would receive an incentive
package of Kenosha County, City of Kenosha and State of Wisconsin
funds totaling $16.8 million.  Once the plant is fully
operational, Kenosha Phoenix Engine Plant will employ 700 full-
time workers.

"This is an important day for the future of the UAW and Chrysler
Group, and in particular for the continued competitiveness of our
team here in the State of Wisconsin," General Holiefield, UAW Vice
President, who directs the union's DaimlerChrysler Department,
said.  "We have a vision to see this company and our union grow
this business and transform Chrysler Group into a stronger company
that will be competitive for the long run.  The investment we
announce today proves that we are investing in this vision."

Chrysler Group has had a presence in Kenosha since 1987, when
American Motors Corp. was acquired by Chrysler Corporation.  The
company's current 2.7-liter V-6 has been produced there since
1997.  The company's 3.5-liter V-6 was launched in 1999, part of a
$624 million modernization of the plant.  The plant was built in
1917.  Over the long term, the Phoenix family of V-6 engines will
reduce manufacturing complexity by paring the company's four
current V-6 engine architectures to one.  Kenosha becomes the
third Phoenix engine plant announced by Chrysler Group since April
2007, joining previously announced plants in Trenton, Michigan and
Saltillo, Mexico.  The company will also construct an all-new
plant in Marysville, Michigan to build a new line of corporate
axles.

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
As quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DAIMLERCHRYSLER: Joins GM & Ford in Healthcare Fund, Sources Say
----------------------------------------------------------------
DaimlerChrysler AG's Chrysler Group, General Motors Corp. and
Ford Motor Company are in talks to create an independent health-
insurance fund to trim their combined $114 billion in future
retiree healthcare obligations, Bloomberg News reports, quoting
five people with direct knowledge of the talks as saying.

According to the report, the U.S. automakers would each contribute
to the fund to pay for healthcare benefits of United Auto Workers
retirees, the sources said, requesting anonymity because the
negotiations are private.  The talks are preliminary so the fund's
size and how much each company would contribute haven't been
determined, they said.

The car companies are trying to deal with healthcare costs that GM
CEO Rick Wagoner says cost them a combined US$12 billion in 2006.
Providing health care to 2 million employees, retirees and
dependents contributed to losses at each of the U.S. automakers
last year, while Japanese rivals posted record profits, Bloomberg
reveals.

Under the proposal, the companies would contribute a percentage of
their retiree liabilities to the fund, whose assets and investment
proceeds would cover retiree medical benefits, Bloomberg relates.

The idea is modeled after the Goodyear Tire & Rubber Co.
healthcare plan, the people said.  The Akron, Ohio-based
tiremaker, with a healthcare liability of $1.3 billion for United
Steelworkers of America retirees, agreed in December to set up a
healthcare trust fund with a one-time $1 billion payment in cash
and stock, after which, Goodyear will have no further healthcare
obligation to current or future union retirees.  The
accord came after an 85-day strike, Bloomberg states.

The joint fund is one of several ideas for cutting labor costs
being weighed by U.S. automakers as they prepare for next month's
contract negotiations with the United Auto Workers, the sources
said.  GM, Ford and Chrysler haven't decided whether to offer the
proposal during the talks, which will replace the current four-
year contract expiring in September 2007, Bloomberg quotes three
of the sources as saying.  The companies are exploring a single
provider to reduce administration costs and overlapping services,
they said.

The union is aware of the discussions and is willing to consider
the idea, one of the people familiar with the matter said,
Bloomberg notes.  GM, Ford and the UAW last year agreed to a court
settlement requiring union retirees to pay part of their
healthcare costs for the first time.  Detroit-based GM and Ford,
of Dearborn, Michigan, also pledged not to alter those retiree
healthcare benefits until after 2011 without union consent.

Last year's settlement, as well as benefit reductions for salaried
workers, helped GM cut retiree healthcare liabilities by 21% to
$64 billion at the end of last year, Bloomberg discloses.  Ford
had retiree obligations of $31 billion, and Chrysler's potential
future tab is about $19 billion.  GM has already bought out 34,400
union workers, and Ford and Chrysler together are trying to
persuade 50,000 to leave as they cut production to match market-
share losses to Toyota Motor Corp. and Honda Motor Co.

GM had about 357,000 union retirees in the U.S. at the end of last
year, Bloomberg says.  Ford reported 570,000 active union and non-
union employees, retirees and dependents.

                   About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader for 76 years.  GM currently employs about 280,000 people
around the world.  GM manufactures its cars and trucks in 33
countries.  General Motors has Asia-Pacific operations in India,
China, Indonesia, Japan, the Philippines, among others. It has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.

                      About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX)
(FRA:DCX) -- http://www.daimlerchrysler.com/-- develops,
manufactures, distributes, and sells various automotive products,
primarily passenger cars, light trucks, and commercial vehicles
worldwide.  It primarily operates in four segments: Mercedes Car
Group, Chrysler Group, Commercial Vehicles, and Financial
Services.

The company's worldwide operations are located in: Canada, Mexico,
United States, Argentina, Brazil, Venezuela, China, India,
Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DAIMLERCHRYSLER: Chrysler Workers Seeking Buyouts Exceed Plan
-------------------------------------------------------------
About 6,400 U.S. hourly workers have shown interest in taking the
buyout or early retirement package being offered by
DaimlerChrysler AG's Chrysler Group, exceeding the company's
target of 4,700 hourly U.S. workers, Dow Jones Newswires reports.

According to the report, Chrysler spokeswoman Michele Tinson
wouldn't confirm specific numbers but said, "corporate-wide,
hourly retirement and separation program acceptances have exceeded
our original projections."

The layoffs are part of Chrysler's restructuring of its North
American operations after posting a $1.5 billion loss last year.
Cerberus Capital Management LP is buying the U.S. unit, which has
struggled in recent years to stem a loss of market share in the
U.S. to Asian rivals with leaner cost structures, Dow Jones
relates.

General Motors Corp. and Ford Motor Company have seen tens of
thousands of workers accept buyouts and early retirements as those
companies cut capacity in the face of lower market share, Dow
Jones reveals.  The U.S. auto makers have used buyouts since laid-
off workers go into a program known as the Jobs Bank, where they
receive much of their pay and benefits despite not working.

As reported in the Troubled Company Reporter on March 8, 2007,
Chrysler will offer as much as $100,000 to some of its 49,600
hourly workers at 11 U.S. plants to leave the company as part of
its recovery plan, hoping to eliminate 11,000 hourly positions and
2,000 salaried jobs in an effort to return to profitability
following its $1.475 billion loss in 2006.

Chrysler and the United Auto Workers agreed to two special
programs that will provide retirement and separation incentives
for the company's bargaining-unit employees in the United States
as part of the Chrysler Group's Recovery and Transformation Plan.

The negotiated programs include an Incentive Program for
Retirement with $70,000 cash lump-sum amount for employees with 30
or more years of credited service, or who meet a combination of
age and years-of-service eligibility, and an Enhanced Voluntary
Termination of Employment Program, which provides a lump sum
payment of $100,000 for employees with at least one year of
credited service.

                    About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX)
(FRA:DCX) -- http://www.daimlerchrysler.com/-- develops,
manufactures, distributes, and sells various automotive products,
primarily passenger cars, light trucks, and commercial vehicles
worldwide.  It primarily operates in four segments: Mercedes Car
Group, Chrysler Group, Commercial Vehicles, and Financial
Services.

The company's worldwide operations are located in: Canada, Mexico,
United States, Argentina, Brazil, Venezuela, China, India,
Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DAIMLERCHRYSLER AG: Thomas Sidlik Leaves Board of Management
------------------------------------------------------------
DaimlerChrysler AG disclosed the retirement of Thomas Sidlik,
member of the Board of Management.  Mr. Sidlik has been a member
of the Board since December 1998, and has been responsible for
Global Procurement & Supply since December 2003.  The retirement
of Mr. Sidlik becomes effective at the closing of the takeover of
the Chrysler Group by Cerberus Capital Management in the third
quarter.

There will no longer be a separate board of management position
for procurement after the realignment.  In the future, all
procurement activities will be directly coordinated between the
divisions.  Within the Board of Management, Bodo Uebber will
additionally assume overall responsibility for procurement.  Mr.
Sidlik will continue as Chairman of the Board of Trustees of
Eastern Michigan University in Ypsilanti, to which he was elected
in January 2007.  He was appointed to that Board by Michigan
Governor Jennifer Granholm in 2005.

"Mr. Sidlik has been committed to the success of DaimlerChrysler
since Day One of the merger," Dieter Zetsche, Chairman of the
Board of Management of DaimlerChrysler AG and Head of Mercedes Car
Group, said.  "He has been a loyal and supportive Member of the
Board of Management.  Now, based upon the new management concepts
for the Chrysler Group and DaimlerChrysler, it is a logical step
that he leaves the Board.  This is a mutual and agreeable decision
by both."

Mr. Sidlik was born on November 14, 1949, in New Britain,
Connecticut.  He graduated from New York University in 1971 with a
Bachelor of Science degree with honors in Economics and Finance
and earned a Master of Business Administration in Finance from the
University of Chicago in 1973.  Mr. Sidlik joined the Chrysler
Corporation in 1980.

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
As quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DEL MONTE: Earns $36.7 Million in Fourth Quarter Ended April 29
---------------------------------------------------------------
Del Monte Foods Company reported net sales for the fourth quarter
ended April 29, 2007, of $940.1 million, as compared with a fourth
quarter net sales of $799.2 million last year, an increase of
17.6%.  Income from continuing operations for the fourth quarter
fiscal 2007 was $36.8 million, compared to $41.7 million in the
previous year.  Net income for the fourth quarter fiscal 2007 was
$36.7 million, as compared with a net income of $57.9 million for
the fourth quarter in 2006.

The 17.6% increase in net sales was driven by the acquisitions of
Meow Mix and Milk-Bone.  Growth from new products and pricing also
contributed to the increase in net sales.  These gains were
partially offset by volume declines.

                      Full Year 2007 Results

The company reported net sales for fiscal 2007 of $3.4 billion, as
compared with $3 billion last year, an increase of 13.9%.  Income
from continuing operations was $113 million, as compared with
$137 million in the previous year.

The 13.9% increase in net sales was driven by the Meow Mix and
Milk-Bone acquisitions.  Growth from new products and pricing also
contributed to the increase in net sales.  These gains were
partially offset by lower volume driven primarily by competitive
marketing dynamics and elasticity in pet food, pricing elasticity
in the Consumer Products business, overall business performance in
StarKist Seafood and lower volume in vegetables.

As of April 29, 2007, the company listed total assets valued at
$4.6 billion, total liabilities of $3.1 billion, and total
stockholders' equity of $1.5 billion.

The company held $13 million in unrestricted cash as of April 29,
2007, as compared with $459.9 million in unrestricted cash and
$43.3 million in restricted cash as of April 30, 2006.

"This quarter and full year's solid financial performance were
driven by the ongoing successful execution against our strategic
objectives," said Richard G. Wolford, chairman and chief executive
officer of Del Monte Foods.

"In fiscal 2007 Del Monte made several structural changes which
substantially improved the earning potential and competitiveness
of our company.  The successful acquisition and integration of
Meow Mix and Milk-Bone significantly enhanced the growth and
earnings profile of our overall company and significantly upgraded
our competitive strength in Pet Products.  In addition, successful
pricing actions coupled with our internal cost reduction
initiatives and the transformation plan enabled us to address
significant inflationary cost pressures during the year and going
forward.  We are extremely pleased with the performance of the pet
acquisitions, which continue to exceed expectations.  Overall, we
continued our solid track record of generating strong cash flow
well ahead of our fiscal 2007 guidance.  We still however must
deal with challenges, including inflationary cost pressures and
our StarKist Seafood business.  Despite these ongoing headwinds,
we believe we have the foundation in place to deliver strong
[fiscal 2008] performance."

               First Quarter and Fiscal 2008 Outlook

For the fiscal 2008 first quarter, the company expects to deliver
sales growth of about 5% to 7% over net sales of $674.1 million in
the first quarter of fiscal 2007.

For fiscal 2008, the company expects sales growth of 5% to 7% over
fiscal 2007 net sales.  Fiscal 2008 net sales growth is expected
to be driven primarily by growth across the company's portfolio,
in particular the Meow Mix and Milk-Bone acquisitions.  During the
fourth quarter, the company announced additional pricing actions
effective April 30, 2007, in Pet Products in response to higher
raw ingredient costs related to the demand for ethanol.

In fiscal 2008, the company expects cash provided by operating
activities, less cash used in investing activities to be about
$180 million to $200 million.  The company's adjusted cash flow in
fiscal 2007 was $195.9 million, which compares favorably to its
fiscal 2007 guidance of $150 million to $170 million, both of
which excluded the purchase of Meow Mix and Milk-Bone.

                      About Del Monte Foods

Based in San Francisco, California, Del Monte Foods Company
(NYSE: DLM) -- http://www.delmonte.com/-- produces and
distributes processed vegetables, fruit and tomato products, and
pet products.  The products are sold under Del Monte, Contadina,
S&W, Starkist, College Inn, 9Lives, Kibbles 'n Bits, Meow Mix,
Milk-Bone, Pup-Peroni, Snausages, Pounce, and Meaty Bone.  The
Group has food-processing plants in South America and has
subsidiaries in Venezuela, Colombia, Ecuador and Peru.  The
production facilities are operated in California, the Midwest,
Washington and Texas, as well as 7 distribution centers.

                          *    *    *

Del Monte Foods Company continues to carry Standard & Poor's BB-
long-term foreign and local issuer credit ratings and B1 short-
term foreign and local issuer credit ratings.  The ratings outlook
remains negative.

The company also carries Fitch's BB- long-term issuer default
rating.


DOBI MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DOBI Medical International, Inc.
        1200 MacArthur Boulevard
        Mahwah, NJ 07430

Bankruptcy Case No.: 07-18404

Type of Business: The Debtor manufactures medical devices.

Chapter 11 Petition Date: June 14, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Eric W. Sleeper, Esq.
                  Herrick Feinstein, LLP
                  210 Carnegie Center
                  Princeton, NJ 08540
                  Tel: (609) 452-3818
                  Fax: (609) 520-9095

Debtor's financial condition as of March 31, 2007:

      Total Assets: $53,923

      Total Debts:  $7,593,537

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
Phillip Thomas                                 $280,454
3 Hazelwood Lane
Kinnelon, NJ 07405

Marcon Mahwah, LLC                             $100,666
79 Chestnut Street, Suite 101
Ridgewood, NJ 07450

Advanced Clinical Services, LLC                 $95,456
1914 Paysphere Circle
Chicago, IL 60674-0674

Beardsworth Consulting Group, Inc.              $86,275

Baptist Memorial Hospital for Women             $84,100

Frank Puthoff                                   $80,000

Greenberg Traurig, LLP                          $77,608

University of Miami                             $61,318

Daniel Kaplan                                   $58,840

Health Research Association                     $54,000

SMO USA                                         $51,000

Consulting, Engineering and                     $49,733
Development Services

Winstead Sechrest & Minick                      $47,253

Breast Care Specialists, P.C.                   $41,500

Medstar Research Institute                      $37,932

Medical Imaging of Colorado, LLC                $36,000

RSI Medical Staffing, Inc.                      $33,632

Dartmouth College                               $29,683
Office of Sponsored Projects

Virginia Mason Medical Center                   $28,945

Burns & Levenson LLP                            $24,912


DURA AUTOMOTIVE: Wants to Amend Terms of $300 Million DIP Facility
------------------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates wants to
amend the terms to a $300 million debtor-in-possession financing
entered on November 2006 to provide additional financial
flexibility and a stable environment while they negotiate key
elements of their Chapter 11 plan over ensuing critical months.

                   DIP Agreements Amended

The Postpetition Credit Agreements approved by the U.S. Bankruptcy
Court for the District of Delaware entered into by the Debtors
with Goldman Sachs Capital Partners L.P., General Electric Capital
Corporation, and other lender parties contain various covenants
and provisions that were negotiated by the Debtors in the weeks
immediately preceding and following the Oct. 30, 2006 petition
date.  The relevant financial covenants were based on a financial
budget.  Given the relatively short timeframe available to secure
a much needed DIP financing, the Debtors prepared the Original DIP
Budget via an expedited 2007 annual planning process.

Since that time, the Debtors have completed a review and re-
forecast for 2007.  The Debtors and their advisers have
identified a host of additional operational restructuring
initiatives which, when combined with certain initiatives
identified before the Petition Date are projected to greatly
improve the Debtors' future financial performance.

The efforts from the combined operational restructuring
initiatives have already begun to materialize in the Debtors' and
their European and other foreign affiliates' recent financial
performance.  The Debtors' recently formulated five-year business
plan, which was developed on a "bottom-up" basis, incorporates
the expected improvements from the operational restructuring
initiatives.  The implementation of these initiatives is expected
to be complete by mid-2008.

The Debtors are targeting an emergence from Chapter 11 in the
late third quarter to early fourth quarter of 2007.  In addition
to their operational restructuring efforts, the Debtors are
currently pursuing a sale of their Atwood Mobile Products
Division, as well as rights offering to certain unsecured
creditors.

As such, the ensuing months represent the most critical period in
the Debtors' Chapter 11 restructuring process.  While the
Business Plan does not project a default under any of the salient
terms of the Postpetition Credit Agreements, the Debtors seek to
enter into amendments to the Agreements.

To that end, the Debtors have identified certain covenants and
provisions that must be modified to provide them with this needed
financial flexibility.  During the weeks leading up to the filing
of the motion, the Debtors and Miller Buckfire & Co. LLC actively
negotiated with the Postpetition Lenders to amend the
Postpetition Credit Agreements.  The DIP Amendments provide for
these adjustments:

   1. Minimum EBITDA Requirement -- Minimum Consolidated and
      Guarantor adjusted EBITBA requirements to be reduced for
      the fourth-month period from May 2007 to August 2007.  The
      existing threshold levels for September 2007 through
      December 2007 will remain unchanged.

   2. Non-Guarantor Receivable and Factoring and Sale-
      Leasebacks -- Baskets for permissible Non-Guarantor
      receivables factoring and sale-leaseback transactions to
      be combined.

   3. Limited Issuance of Non-Guarantor Letters of Credit --
      Authorize the non-Guarantors to obtain up to $5,000,000 in
      cash-collateralized letters of credit.  These letters of
      credit are not to be issued under the Postpetition Credit
      Agreements.

   4. Brazilian Funds Return -- Authorize the Debtors to return
      $1,450,000 of funds received from a non-debtor Brazilian
      affiliate as a prepayment under an existing intercompany
      loan.  The Brazilian subsidiary made the prepayment on the
      loan in order to assist the Debtors with near-term cash
      management needs.  The funds are needed by the Brazilian
      subsidiary to fund previously identified capital budgeting
      activities, and will be transferred back to the Brazilian
      subsidiary through a new $1,450,000 loan.

The DIP Amendments are a proactive measure to ensure the Debtors
a stable environment as they prepare to exit Chapter 11.  In
addition to the incremental headroom to be provided above certain
of the Debtor's financial covenant thresholds, the Non-Guarantors
will obtain additional financial flexibility, consistent with
their operational restructuring efforts.

In consideration for the covenant relief, the DIP Amendments
provide for an aggregate fee of up to $300,000 to be paid to the
DIP Lenders if all of them timely support for the DIP Amendments.
On June 18, 2007, the administrative agents to the Postpetition
Credit Agreements will tally the final voting results from the
DIP Lenders regarding the DIP Amendments.

                     About DURA Automotive

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Delaware Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.  Togut, Segal &
Segal LLP is the Debtors' conflicts counsel.  Miller Buckfire &
Co., LLC is the Debtors' investment banker.  Glass & Associates
Inc., gives financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handles the notice, claims and balloting for the
Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expires on Sept. 30,
2007.  (Dura Automotive Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


EARTH BIOFUELS: Posts $25.5 Mil. Net Loss in Qtr. Ended March 31
----------------------------------------------------------------
Earth Biofuels Inc. reported a net loss of $25,527,000 on total
revenues of $6,645,000 for the first quarter ended March 31, 2007,
compared with a net loss of $8,866,000 on total revenues of
$8,617,000 for the same period last year.

The decrease in total revenue is primarily the result of decreased
sales of biodiesel.

Cost of sales for three months ended March 31, 2007, decreased
$3 million, or 33%, to approximately $6.3 million from
approximately $9.4 million for 2006.  As a result, the company
reported a gross profit of $353,000 for the 2007 quarter compared
with a gross loss of $796,000 for the 2006 quarter.

Net cash used in operating activities was approximately
$10.2 million for three months ended March 31, 2007, compared to
net cash used in operating activities of approximately
$3.6 million for the same period in 2006.  The increase in net
cash flow used in operating activities relates to increasing
operating costs due to the ramp-up of the company's operations,
including higher cost of good sold, other selling, general and
administrative expenses and interest expense.

Net cash provided by financing activities was $21.8 million for
three months ended March 31, 2007, compared to net cash provided
by financing activities of approximately $1.6 million for the same
period in 2006.  Cash flows provided by financing activities
during three months ended March 31, 2007, relate primarily to new
credit facilities totaling $29 million, less the repayment of
prior debts of $8.7 million, and offset by debt issuance costs of
$500,000.  In addition, $1.5 million relates to proceeds from the
issuance of common stock.

At March 31, 2007, the company's consolidated balance sheet showed
$128.0 million in total assets, $71.5 million in total
liabilities, and $56.5 million in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $10.8 million in total current
assets available to pay $52.7 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20f4

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2007,
Malone & Bailey P.C., in Houston, Texas, expressed substantial
doubt about Earth Biofuels Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficit.

Earth Biofuels has incurred significant losses from operations and
as of March 31, 2007, has limited financial resources.

                       About Earth Biofuels

Headquartered in Dallas, Earth Biofuels Inc. (OTC BB: EBOF) --
http://www.earthbiofuels.com/-- engages in the production,
distribution, and sale of renewable fuels, with a focus on
biodiesel fuel, in the United States.  It produces pure biodiesel
fuel (B100) through the utilization of vegetable oils, such as soy
and canola oil as raw material.  The company distributes
petroleum/biodiesel blended fuel, such as B20 through wholesale
distributors, truck stops, and fueling stations.  Earth Biofuels
also produces and markets liquefied natural gas.


EUGENIE BROUSSARD: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Eugenie Broussard
        761 Diablo Raod
        Danville, CA 94526

Bankruptcy Case No.: 07-41711

Chapter 11 Petition Date: June 6, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: Fayedine Coulter, Esq.
                  1 Kaiser Plaza, Suite 601
                  Oakland, CA 94612
                  Tel: (510) 839-2245

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


FHC HEALTH: S&P Places B Credit Rating on Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' counterparty
credit rating on FHC Health Systems Inc. on CreditWatch with
negative implications.

This rating action follows the announcement that effective
Sept. 1, 2007, FHC will no longer manage behavioral health care
for Medicaid recipients and other beneficiaries of the Maricopa
County (Arizona) Regional Behavioral Health Authority.  In 2006,
this account had constituted about 38% of the company's revenues
and 31% of the company's EBITDA.  The loss of the account results
in a diminished competitive profile for FHC.

"We expect to conduct follow-up discussions with FHC's management
team in June and July regarding the company's revisions in
earnings and capital structure," said Standard & Poor's credit
analyst Neal Freedman.  "Shortly thereafter, we could affirm the
ratings or lower them by one notch. In addition, the outlook on
FHC could be stable or negative."


FISHER COMMS: S&P Puts B- Credit Rating Under Positive CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Fisher
Communications Inc., including the 'B-' corporate credit rating,
on CreditWatch with positive implications.

"The CreditWatch placement recognizes the company's recent
progress in improving earnings and lowering its financial
leverage," said Standard & Poor's credit analyst Deborah Kinzer.

Seattle, Washington-based Fisher is a broadcaster that operates 19
TV stations and nine radio stations in the U.S. Pacific Northwest.
The company had total debt of approximately $150 million as of
March 31, 2007.

In resolving the CreditWatch listing, we will consider Fisher's
overall operating outlook and future business strategies, and the
impact of election-related revenue cycles on the company's
financial structure.


FORD MOTOR: Joins GM & Chrysler in Healthcare Fund, Sources Say
---------------------------------------------------------------
General Motors Corp., DaimlerChrysler AG's Chrysler Group, and
Ford Motor Company are in talks to create an independent health-
insurance fund to trim their combined $114 billion in future
retiree healthcare obligations, Bloomberg News reports, quoting
five people with direct knowledge of the talks as saying.

According to the report, the U.S. automakers would each contribute
to the fund to pay for healthcare benefits of United Auto Workers
retirees, the sources said, requesting anonymity because the
negotiations are private.  The talks are preliminary so the fund's
size and how much each company would contribute haven't been
determined, they said.

The car companies are trying to deal with healthcare costs that GM
CEO Rick Wagoner says cost them a combined $12 billion in 2006.
Providing health care to 2 million employees, retirees and
dependents contributed to losses at each of the U.S. automakers
last year, while Japanese rivals posted record profits, Bloomberg
reveals.

Under the proposal, the companies would contribute a percentage of
their retiree liabilities to the fund, whose assets and investment
proceeds would cover retiree medical benefits, Bloomberg relates.

The idea is modeled after the Goodyear Tire & Rubber Co.
healthcare plan, the people said.  The Akron, Ohio-based
tiremaker, with a healthcare liability of $1.3 billion for United
Steelworkers of America retirees, agreed in December to set up a
healthcare trust fund with a one-time $1 billion payment in cash
and stock, after which, Goodyear will have no further healthcare
obligation to current or future union retirees.  The
accord came after an 85-day strike, Bloomberg states.

The joint fund is one of several ideas for cutting labor costs
being weighed by U.S. automakers as they prepare for next month's
contract negotiations with the United Auto Workers, the sources
said.  GM, Ford and Chrysler haven't decided whether to offer the
proposal during the talks, which will replace the current four-
year contract expiring in September 2007, Bloomberg quotes three
of the sources as saying.  The companies are exploring a single
provider to reduce administration costs and overlapping services,
they said.

The union is aware of the discussions and is willing to consider
the idea, one of the people familiar with the matter said,
Bloomberg notes.  GM, Ford and the UAW last year agreed to a court
settlement requiring union retirees to pay part of their
healthcare costs for the first time.  Detroit-based GM and Ford,
of Dearborn, Michigan, also pledged not to alter those retiree
healthcare benefits until after 2011 without union consent.

Last year's settlement, as well as benefit reductions for salaried
workers, helped GM cut retiree healthcare liabilities by 21% to
$64 billion at the end of last year, Bloomberg discloses.  Ford
had retiree obligations of US$31 billion, and Chrysler's potential
future tab is about $19 billion.  GM has already bought out 34,400
union workers, and Ford and Chrysler together are trying to
persuade 50,000 to leave as they cut production to match market-
share losses to Toyota Motor Corp. and Honda Motor Co.

GM had about 357,000 union retirees in the U.S. at the end of last
year, Bloomberg says.  Ford reported 570,000 active union and non-
union employees, retirees and dependents.

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX)
(FRA:DCX) -- http://www.daimlerchrysler.com/-- develops,
manufactures, distributes, and sells various automotive products,
primarily passenger cars, light trucks, and commercial vehicles
worldwide.  It primarily operates in four segments: Mercedes Car
Group, Chrysler Group, Commercial Vehicles, and Financial
Services.

The company's worldwide operations are located in: Canada, Mexico,
United States, Argentina, Brazil, Venezuela, China, India,
Indonesia, Japan, Thailand, Vietnam, and Australia.

                   About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader for 76 years.  GM currently employs about 280,000 people
around the world.  GM manufactures its cars and trucks in 33
countries.  General Motors has Asia-Pacific operations in India,
China, Indonesia, Japan, the Philippines, among others. It has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.

                      About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                            *   *   *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3-billion of senior convertible notes due
2036.


FORD MOTOR: Inks MOU Selling ACH Sandusky Plant to Meridian Auto
----------------------------------------------------------------
Ford Motor Company and Meridian Automotive Systems disclosed a
Memorandum of Understanding, outlining a framework for the sale of
Automotive Components Holdings' lighting business and its
Sandusky, Ohio plant.  With this announcement, ACH has sold one
plant and signed MOUs related to eight additional plants during
the past six months.

The primary product produced at the ACH Sandusky Plant is
automotive lighting, including front, rear and signal lights.
These products are found on a number of Ford vehicles from the
Focus to the Expedition, and about 60% of Ford's North American
vehicle production.

"This announcement represents more progress with our Way Forward
plan," Mark Fields, Ford's president of The Americas, said.  "The
successful approach Ford is taking with our component operations
-- including selling or idling our ACH facilities -- will help
us achieve our commitment to reduce overall operating costs by
$5 billion by the end of 2008."

Other ACH businesses in negotiations for final agreement and sale
include glass, fascias and fuel tanks, climate control systems,
propshafts, and power transfer units.  The ACH fuel rail business
and its El Jarudo subsidiary were sold at the end of the first
quarter.

"The response from the marketplace has been better than expected,"
Al Ver, ACH CEO and COO and Ford Motor Company vice president,
said.  "We believe that is due, in large measure, to the
significant improvement in the quality, on-time delivery and cost-
effectiveness of our operations during the past year and a half."

Automotive Components Holdings is a temporary company managed by
Ford, which was established in October 2005 with former Visteon
component operations.  ACH's mission is to ensure the flow of
quality components and systems while preparing the ACH automotive
component operations for sale or idling.  Today, the $4 billion
company and its 12 plants are supported by about 12,000 full-time
employees, mostly leased from Visteon or Ford.

"Acquiring the Sandusky, Ohio facility is a logical extension of
our engineering and manufacturing expertise in lighting," Richard
Newsted, Meridian's president and CEO, said.

"We are excited about the opportunity to improve the long-term
competitive position of this operation and expand our strengths
and capabilities in lighting technology."

The sale is contingent upon reaching a new and competitive
agreement with the United Auto Workers.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4'.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3-billion of senior convertible notes due
2036.


GENERAL MOTORS: Joins Chrysler & Ford in Healthcare Fund
--------------------------------------------------------
General Motors Corp., DaimlerChrysler AG's Chrysler Group, and
Ford Motor Company are in talks to create an independent health-
insurance fund to trim their combined $114 billion in future
retiree healthcare obligations, Bloomberg News reports, quoting
five people with direct knowledge of the talks as saying.

According to the report, the U.S. automakers would each contribute
to the fund to pay for healthcare benefits of United Auto Workers
retirees, the sources said, requesting anonymity because the
negotiations are private.  The talks are preliminary so the fund's
size and how much each company would contribute haven't been
determined, they said.

The car companies are trying to deal with healthcare costs that GM
CEO Rick Wagoner says cost them a combined $12 billion in 2006.
Providing health care to 2 million employees, retirees and
dependents contributed to losses at each of the U.S. automakers
last year, while Japanese rivals posted record profits, Bloomberg
reveals.

Under the proposal, the companies would contribute a percentage of
their retiree liabilities to the fund, whose assets and investment
proceeds would cover retiree medical benefits, Bloomberg relates.

The idea is modeled after the Goodyear Tire & Rubber Co.
healthcare plan, the people said.  The Akron, Ohio-based
tiremaker, with a healthcare liability of $1.3 billion for United
Steelworkers of America retirees, agreed in December to set up a
healthcare trust fund with a one-time $1 billion payment in cash
and stock, after which, Goodyear will have no further healthcare
obligation to current or future union retirees.  The
accord came after an 85-day strike, Bloomberg states.

The joint fund is one of several ideas for cutting labor costs
being weighed by U.S. automakers as they prepare for next month's
contract negotiations with the United Auto Workers, the sources
said.  GM, Ford and Chrysler haven't decided whether to offer the
proposal during the talks, which will replace the current four-
year contract expiring in September 2007, Bloomberg quotes three
of the sources as saying.  The companies are exploring a single
provider to reduce administration costs and overlapping services,
they said.

The union is aware of the discussions and is willing to consider
the idea, one of the people familiar with the matter said,
Bloomberg notes.  GM, Ford and the UAW last year agreed to a court
settlement requiring union retirees to pay part of their
healthcare costs for the first time.  Detroit-based GM and Ford,
of Dearborn, Michigan, also pledged not to alter those retiree
healthcare benefits until after 2011 without union consent.

Last year's settlement, as well as benefit reductions for salaried
workers, helped GM cut retiree healthcare liabilities by 21% to
$64 billion at the end of last year, Bloomberg discloses.  Ford
had retiree obligations of US$31 billion, and Chrysler's potential
future tab is about $19 billion.  GM has already bought out 34,400
union workers, and Ford and Chrysler together are trying to
persuade 50,000 to leave as they cut production to match market-
share losses to Toyota Motor Corp. and Honda Motor Co.

GM had about 357,000 union retirees in the U.S. at the end of last
year, Bloomberg says.  Ford reported 570,000 active union and non-
union employees, retirees and dependents.

                      About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX)
(FRA:DCX) -- http://www.daimlerchrysler.com/-- develops,
manufactures, distributes, and sells various automotive products,
primarily passenger cars, light trucks, and commercial vehicles
worldwide.  It primarily operates in four segments: Mercedes Car
Group, Chrysler Group, Commercial Vehicles, and Financial
Services.

The company's worldwide operations are located in: Canada, Mexico,
United States, Argentina, Brazil, Venezuela, China, India,
Indonesia, Japan, Thailand, Vietnam, and Australia.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the
world's largest automaker and has been the global industry sales
leader for 76 years.  GM currently employs about 280,000 people
around the world.  GM manufactures its cars and trucks in 33
countries.  General Motors has Asia-Pacific operations in India,
China, Indonesia, Japan, the Philippines, among others. It has
locations in European countries including Belgium, Austria, and
France.  In Latin-America, the company maintains locations in
Argentina, Brazil, Chile, Colombia, Ecuador, Venezuela, Paraguay
and Uruguay.

In 2006, nearly 9.1 million GM cars and trucks were sold globally
under these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo,
Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.

As of March 31, 2007, GM's balance sheet showed a stockholders'
deficit of $4,347,000,000, compared to a positive equity of
$15,779,000,000 at March 31, 2006.

                            *   *   *

In May 2007, Fitch Ratings has downgraded General Motors
Corporation's senior unsecured debt rating to 'B-/RR5' from
'B/RR4'.  GM's Issuer Default Rating remains at 'B' and is still
on Rating Watch Negative (along with the other outstanding
ratings) by Fitch following the company's announcement that it
will be raising $4.1 billion in secured financing and $1.1 billion
in senior unsecured convertible securities.

The $4.1 billion 364-day facility, to be secured by GM's common
equity holdings in GMAC, will be assigned a rating of 'BB/RR1',
while the senior unsecured convertible securities will be rated
'B-/RR5'.


HOLLINGER INC: Dec. 31 Balance Sheet Upside-down by $73.3 Million
-----------------------------------------------------------------
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2006,
showed $172,210,000 in total assets and $245,589,000 in total
liabilities, resulting in a $73,379,000 total stockholders'
deficit.

The company's consolidated balance sheet at Dec. 31, 2006, also
showed strained liquidity with $48,000,000 in total current assets
available to pay $219,712,000 in total current liabilities.

Hollinger Inc. reported a net loss of $22,689,000 on total
revenues of $1,758,000 for the third quarter ended Dec. 31, 2006,
compared with a net loss of $18,950,000 on total revenues of
$3,338,000 for the same period ended Dec. 31, 2005.

The company's revenues are derived from dividends from its
investment in Sun-Times and other investment income and, in
respect of Editorial La Razon S.A. (ELR), which owns and publishes
La Republica, a small circulation daily newspaper focused on the
broader business community in Costa Rica, newspaper publishing.

The decrease in revenue is mainly a result of the decision of the
board of directors of Sun-Times on Dec. 13, 2006, suspending its
dividend for the three month period ended Dec. 31, 2006.  A
quarterly dividend to $900,000 is included in dividend income in
the three month period ended Dec. 31, 2005.

In addition, newspaper publishing revenues decreased $300,000
year-over-year, mainly as a result of the approximate 15% decline
in 2006 compared with 2005 in the average exchange rate in the
local currency vis-.-vis the Canadian dollar.

Net loss before taxes was $25.7 million for the three month period
ended Dec. 31, 2006, compared with $23.0 million a year ago, an
increase in the loss of $2.7 million, driven principally by:

   -- a reduction in revenues of $1.6 million;

   -- an increase of $11.8 million of the unrealized loss on
      investments in Sun-Times Class A and Class B shares and
      Series II preference shares.

   -- a negative year-over-year impact of $10.2 million relating
      to foreign exchange, and offset in part by the the year-
      over-year increase of $16.6 million relating to gain on sale
      of Domgroup Ltd.'s property in Toronto, Ontario; and a
      reduction of $2.8 million in professional and other
      expenses.  Domgroup Ltd. is a subsidiary of Hollinger Inc.

Full text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?20f6

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.


HSI ASSET: Moody's Rates Class M-10 Certificates at Ba1
-------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by HSI Asset Securitization Corporation Trust
2007-NC1 and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by New Century Mortgage Corporation
originated, adjustable-rate (82%) and fixed-rate (18%), subprime
mortgage loans acquired by HSBC Bank USA, National Association.
The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by the subordination,
excess spread, and overcollateralization.  The ratings also
benefit from both the interest-rate swap and
interest-rate cap agreements, both provided by ABN AMRO Bank N.V.
Moody's expects collateral losses to range from 6.95% to 7.45%.

Countrywide Home Loans Servicing LP and Wells Fargo Bank, N.A.
will service the mortgage loans and Wells Fargo Bank, N.A. will
also act as master servicer to the mortgage loans. Moody's has
assigned Wells Fargo its servicer quality rating of SQ1 as a
servicer of subprime mortgage loans.

The complete rating actions are:

   * HSI Asset Securitization Corporation Trust 2007-NC1

   * Mortgage Pass-Through Certificates, Series 2007-NC1

                      Class A-1, Assigned Aaa
                      Class A-2, Assigned Aaa
                      Class A-3, Assigned Aaa
                      Class A-4, Assigned Aaa
                      Class M-1, Assigned Aa1
                      Class M-2, Assigned Aa2
                      Class M-3, Assigned Aa3
                      Class M-4, Assigned A1
                      Class M-5, Assigned A2
                      Class M-6, Assigned A3
                      Class M-7, Assigned Baa1
                      Class M-8, Assigned Baa2
                      Class M-9, Assigned Baa3
                      Class M-10, Assigned Ba1


ICONIX BRAND: Moody's Rates Proposed $250 Mil. Sr. Notes at B3
--------------------------------------------------------------
Moody's Investors Service affirmed Iconix Brand Group Inc.'s
corporate family rating at B1 and assigned a B3 rating to the
company's proposed $250 million convertible senior subordinated
note offering.

At the same time, Moodys' upgraded the company's probability of
default rating to B1 from B2 and upgraded ratings on the company's
$212.5 million secured term loan facility to Ba2
from B1.  The rating outlook remains stable.  The ratings assigned
are subject to review of final documentation and no material
change in the terms and conditions of the transaction as advised
to Moody's.

The probability of default rating was upgraded to B1 from B2 as
the overall family recovery rate assumption used by Moody's is now
50% as a result of the introduction of the senior subordinated
notes into the capital structure which previously included only
secured bank debt.  The upgrade to the secured term loan rating
reflects the improved probability of default rating of B1 as well
as a reduced loss given default point
estimate (to LGD2 -- 20% from LGD3 -- 35%) resulting from the
increase in junior debt in the company's capital structure.  The
B3 rating for the proposed convertible senior subordinated notes
reflects the probability of default rating of B1 as well as the
loss given default assessment of LGD5 -- 77%), which reflects its
subordination to existing secured term financings and obligations
of Iconix's operating subsidiaries.

These ratings have been upgraded, and assessments amended:

   -- Probability of Default Rating to B1 from B2

   -- $212.5 million secured term loan to Ba2 (LGD2 -- 20%)
      from B1 (LGD3 -- 35%).

These ratings have been affirmed:

   -- Corporate Family Rating: B1

These new ratings have been assigned:

   -- $250 million Convertible Senior Subordinated Notes -- B3
      (LGD5 -- 77%)

Based in New York, NY, Iconix Brand Group, Inc. owns, licenses and
markets a portfolio of consumer brands including CANDIE'S(R),
BONGO(R), BADGLEY MISCHKA(R), JOE BOXER(R), RAMPAGE(R), MUDD(R),
LONDON FOG(R), MOSSIMO(R), OCEAN PACIFIC(R), DANSKIN(R) and
ROCAWEAR(R).


INTERPUBLIC GROUP: Provides Update on SEC Investigation
-------------------------------------------------------
The Interpublic Group has disclosed a development in the
investigation being conducted by the staff of the Securities and
Exchange Commission into the company's restatements announced in
2002 and 2005.

The company has received a "Wells notice," which invites the
company to make a responsive submission before the staff makes a
final determination concerning its recommendation to the
Commission.  Under recently revised settlement procedures, such a
notice is now a prerequisite to settlement negotiations with the
Commission staff.

"Given our understanding of new procedures at the SEC, this
development is not unanticipated and we believe that it moves us a
step closer to resolution in this matter," said Interpublic
Chairman and CEO Michael I. Roth.  "We have been cooperating with
the commission since the outset of its investigation in 2002 and
it is our intention to share our point of view regarding
settlement with them.  We look forward to a prompt resolution to
their deliberations."

           Background on 2002 and 2005 Restatements

The company has previously made the following statements -- which
continue to apply -- regarding its prior restatements and the
material weaknesses that gave rise to them.

In connection with the 2005 restatement, no current senior
management within the operating units or in the corporate group
acted inappropriately and those individuals who were found to have
done so at the local level have been separated from the company.
Also related to the 2005 restatement, the company has reserved
against media and vendor credits and is well on its way to
resolving those matters directly with its clients.  The
shortcomings in the company's control environment that led to the
2002 restatement to address imbalances in intercompany accounts
did not involve the misuse of client funds.

"During the past few years, we have moved to the highest standards
of transparency and corporate governance," added Mr. Roth, "We
continue to be on track to complete remediation of our control
environment with the filing of our 2007 10-K."

                     About Interpublic Group

Based in New York City, Interpublic Group of Companies Inc. (NYSE:
IPG) -- http://www.interpublic.com/-- is one of the world's
leading organizations of advertising agencies and marketing
services companies.  Major global brands include Draftfcb,
FutureBrand, GolinHarris International, Initiative, Jack Morton
Worldwide, Lowe Worldwide, MAGNA Global, McCann Erickson,
Momentum, MRM Worldwide, Octagon, Universal McCann and Weber
Shandwick.  Leading domestic brands include Campbell-Ewald,
Carmichael Lynch, Deutsch, Hill Holliday, Mullen and The Martin
Agency.

                         *     *     *

As reported in the Troubled Company Reporter on May 14, 2007,
Fitch Ratings has upgraded Interpublic Group's Issuer Default
Rating to 'BB-' from 'B'.  Approximately $2.3 billion in total
debt as of March 31, 2007 is affected.  The Rating Outlook is
Stable.


J.P. MORGAN: Moody's Rates Five Certificate Classes at Low-B
------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by J.P. Morgan Chase Commercial Mortgage
Securities Corp. Series 2007-CIBC19.

The provisional ratings issued on May 30, 2007 have been replaced
with these definitive ratings:

   -- Class A-1, $52,983,000, rated Aaa;
   -- Class A-2, $151,614,000, rated Aaa;
   -- Class A-3, $180,000,000, rated Aaa;
   -- Class A-4, $1,195,030,000, rated Aaa;
   -- Class A-SB, $117,589,000, rated Aaa;
   -- Class A-1A, $595,708,000, rated Aaa;
   -- Class A-M, $327,561,000, rated Aaa;
   -- Class A-J, $262,048,000, rated Aaa;
   -- Class B, $24,567,000, rated Aa1;
   -- Class C, $36,851,000, rated Aa2;
   -- Class D, $32,756,000, rated Aa3;
   -- Class E, $49,134,000, rated A2;
   -- Class F, $36,851,000, rated A3;
   -- Class G, $40,945,000, rated Baa1;
   -- Class H, $32,756,000, rated Baa2;
   -- Class J, $40,945,000, rated Baa3;
   -- Class K, $8,189,000, rated Ba1;
   -- Class L, $8,189,000, rated Ba2;
   -- Class M, $16,378,000, rated Ba3;
   -- Class N, $8,189,000, rated B1;
   -- Class P, $4,094,000, rated B2;
   -- Class NR, $40,945,503, rated NR;
   -- Class X, $3,275,606,503*, rated Aaa.

*Approximate notional amount

Moody's has assigned definitive ratings to these additional class
of certificates:

   -- Class Q, $12,284,000, rated B3

Moody's has withdrawn the provisional ratings of these class of
certificates:

   -- Class A-MFL, $50,000,000, WR;
   -- Class A-JFL, $50,000,000, WR;
   -- Class X-2, $0, WR.


JOE SIVE: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Joe Albino Sive
        23130 Hatteras St
        Woodland Hills, CA 91367

Bankruptcy Case No.: 07-11888

Chapter 11 Petition Date: June 6, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Stephen L. Burton, Esq.
                  15260 Ventura Boulevard, Suite 640
                  Sherman Oaks, CA 91403
                  Tel: (818) 501-5055
                  Fax: (818) 501-5849

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Litton Loan Servicing,                              $1,000,000
L.L.P.
4828 Loop Central Drive
Houston, TX 77081

Specialized Loan Servicing,                           $220,624
L.L.C.
8742 Lucent Boulevard,
Suite 300
Highlands Ranch, CO 80129


JOSEPH THOMAS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Joseph D Thomas
        Anna D. Thomas
        1977 Horse Shoe Bend Road
        Dunedin, FL 34698

Bankruptcy Case No.: 07-04863

Chapter 11 Petition Date: June 8, 2007

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 North MacDill Avenue
                  Tampa, FL 33609
                  Tel: (813) 877-4669

Total Assets:  $774,583

Total Debts: $1,255,353

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Advanta Bank Corp.          credit card-               $32,240
Attention: Disputes         Farmer's Kitchen
P.O. Box 30715
Salt Lake City, UT 84130

A.C.S./P.N.C. Bank Na       Educational                $31,563
501 Bleecker Street
Utica, NY 13501

Amex                        credit card                $28,985
P.O. Box 297871
Fort Lauderdale, FL 33329

American Express            credit card                $28,973

Bank of America             credit card                $24,349

Monogram Bank North         credit card                $24,349
America

AT&T Universal/Citibank     credit card                $23,793

American Express            credit card-               $20,133
                            farmer's kitchen

Visdsnb                     credit card                $19,849

Macy's                      credit card                $19,848

Columbus Bank & Trust       credit card                $19,490

Missouri Student Loans      educational                $17,822

Beneficial/Household        check credit               $14,873
Finance Pob 1547            or line of
                            credit

Wash Mutual/Providian       credit card                $12,341

Emerge/F.N.B.O.             credit card                $12,138

Fia C.S.N.A.                credit card                $11,486

Discover Fin                credit card                $10,653

Bank of America             credit card                 $9,525

American Express            credit card-                $9,397
                            farmer's kitchen

Chase                       credit card                 $9,116


LJVH HOLDINGS: Moody's Junks Rating on Proposed $125 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2 Probability of Default Rating to LJVH Holdings Inc. in
connection with the pending leveraged buyout of Van Houtte Inc.
LJVH will be the direct holding company parent of Van Houtte upon
the completion of the buyout.

Concurrently, Moody's assigned a B1 to the $300 million proposed
first lien credit facility and a Caa1 rating to the proposed $125
million second lien term loan.  The rating outlook is stable.

The leveraged buyout is expected to be financed with the proceeds
from a $250 million senior secured first lien term loan, $125
million second lien term loan, a CDN$60 million (approximately $54
million U.S. Dollar equivalent) putable class A preferred stock
investment by the Fonds de Solidarite des Travailleurs due Quebec,
a $128 million perpetual class B preferred stock investment and a
common equity investment of about $1.3 million.  A $50 million
first lien revolver is expected to be undrawn at close.  LJVH will
be the borrower under the first and second lien term loan
facilities (except for a $30 million carve-out of the first lien
term loan which will be borrowed by a U.S. operating subsidiary of
Van Houtte) and a co-borrower with Van Houtte under the revolving
credit facility.

The B2 Corporate Family Rating is constrained by weak projected
cash flow and interest coverage metrics, breakeven to moderately
negative pretax income and modest geographic diversification.
Despite a leading market position and brand in the gourmet coffee
market in Canada, Van Houtte depends on the Quebec market for the
majority of EBIT.  The ratings are supported by a history of
stable operating margins and positive growth trends for the
gourmet coffee market.

These ratings/(assessments) were assigned to LJVH.:

   -- $50 million 6 year first lien revolving credit facility,
      B1 (LGD3, 34%);

   -- $250 million 7 year first lien term loan facility, B1
      (LGD3, 34%);

   -- $125 million 7.5 year second lien term loan facility, Caa1
     (LGD5, 84%);

   -- Corporate Family Rating, B2;

   -- Probability of Default Rating, B2.

The stable outlook anticipates modest organic revenue growth and
stable EBIT margins over the next 12 to 18 months.  Cash flow,
leverage and interest coverage are expected to remain weak for the
rating category during this period.

Based in Montreal, Quebec, Van Houtte Inc. is a leading roaster,
marketer and distributor of gourmet coffee in North America.  The
company operates in two primary segments of the coffee market-
manufacturing/marketing and coffee services.  For the fiscal year
ended March 31, 2007, the company generated revenue of
CDN$388 million.


M. FABRIKANT: Employs P. Solomon Company as Financial Advisor
-------------------------------------------------------------
M. Fabrikant & Sons Inc. and its affiliate, Fabrikant-Leer
International, Ltd., obtained from the U.S. Bankruptcy Court
for the Southern District of New York permission to employ
Peter J. Solomon Company as their financial advisor, nunc pro
tunc, to the bankruptcy filing.

P. Solomon will:

     a. familiarize itself to the extent it deems appropriate and
        feasible with the business, operations, properties,
        financial condition and prospects of the Debtors, and, to
        the extent relevant, any prospective buyer, it being
        understood that P. Solomon will, in the course of
        familiarization, rely entirely upon information supplied
        by the Debtors or other relevant parties, including the
        buyer and the Debtors' counsel, without assuming any
        responsibility for independent investigation of
        verification;

     b. assisit the Debtors in the preparation of descriptive
        information concerning the Debtors, based on information
        provided by the Debtors, teh reasonableness, accuracy
        and completeness of which information P. Solomon will
        not be required to investigate and about which the firm
        will express no opinion;

     c. review and analyze the business plans and financial
        projections prepared by the Debtors;

     d. evaluate the Debtors' liquidity needs, potential debt
        capacity and capitalization based on their projected
        earnings and cash flows;

     e. assist the Debtors with developing various financial
        models and projections to be used in conjunction with a
        transaction;

     f. assist the company with developing and presenting
        various reporting and informational requirements as may
        be required from time to time by its senior bank debt
        holders;

     g. advise and assist the Debtors in identifying and
        contacting
        potential transaction sponsors;]

     h. assist the Debtors in conducting presentations and due
        diligence meetings with prospective transaction sponsors;

     i. advise and assist the Debtors in developing a general
        strategy for accomplishing a transaction, as well as its
        form and structure;

     j. periodically advise the Debtors as to the status of
        dealings with any parties involved in a transaction and
        will advise and assist the Debtors in the course of its
        negotiations, execution and closing of any transaction;

     k. advise and assist management of the Debtors in making
        presentations to the Debtors' board of directors
        concerning general strategy and any proposed transaction;

     l. participate as an advisor to the Debtors in negotiating
        and implementing a transaction; and

     m. render other financial advisory services as may from time
        to time be agreed upon by P. Solomon and the Debtors.

The Debtors will pay P. Solomon:

     a. $100,000 monthly advisory fee;

     b. reimbursement of all reasonable and actual out-of-pocket
        expenses; and

     c. commission-based fee based on either a restructuring,
        financing or sale transaction.

The Debtors assure the Court the P. Solomon does not hold or
represent an interest adverse to the estate, and that they are
disinterested persons.

The firm can be reached at:

               Peter J. Solomon Company
               520 Madison Avenue
               New York, NY 10022
               Telephone: (212) 508-1600
               Fax: (212) 508-1633
               http://www.pjsolomon.com/

Headquartered in New York City, M. Fabrikant & Sons Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  Alan D. Halper,
Esq., at Halperin Battaglia Raicht LLP, and Christopher J. Caruso,
Esq., at Moses & Singer, LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


MYRNA SEGUNDO: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Myrna Acenas Segundo
        341 Molokai Akau Street
        Kahului, HI 96732

Bankruptcy Case No.: 07-00616

Chapter 11 Petition Date: June 14, 2007

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Ramon J. Ferrer, Esq.
                  135 South Wakea Avenue, Suite 212
                  Kahului, HI 96732
                  Tel: (808) 877-3682
                  Fax: (808) 871-9557

Total Assets: $4,117,350

Total Debts:  $3,400,000

Debtor's List of its Seven Largest Unsecured Creditors:

   Entity                      Nature Of Claim        Claim Amount
   ------                      ---------------        ------------
Deutsche Bank                  First Mortgage             $585,000
National Trust Co.             on Real Property
c/o Washington Mutual Bank
9451 Corbin Avenue
Northridge, CA 91324

Bayview Loan Servicing, LLC    First Mortgage on          $570,000
4425 Ponce Road                Real Property
Coral Gables, FL 33146

GRP Loan, LLC                  First Mortgage on          $570,000
445 Hamilton Avenue            Real Property
8th Floor
White Plains, NY 10601

Saxon Mortgage                 First Mortgage on          $535,000
P.O. Box 161061                Real Property
Fort Worth, TX 76164-1278

Ronald H.B. and Connie Kim     Second Mortgage on         $400,000
c/o Joy Yanagida, Esq.         Real Property
33 Maluhia Drive, Suite 201
Wailuku, HI 96793

Oowen Federal Bank FSB         Second Mortgage on         $276,000
12650 Ingenuity Drive          Real Property
Orlando, FL 32826

Washington Mutual Bank         Second Mortgage on          $72,500
                               Real Property


NELSON EDUCATION: Moody's Puts Corporate Credit Rating at B2
------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
to Nelson Education Ltd., a company formed by OMERS Capital
Partners and Apax Partners to hold their investment in various
companies that operate a leading Canadian educational publishing
services company being jointly acquired from Thomson Corporation
(A3/RURD).

Concurrently, Moody's assigned a Ba3 LGD3 rating to the company's
CDN$50 million revolving credit facility and its CDN$330/US$310
million term loan B, and a Caa1 LGD5 rating to its
CDN$181.5/US$171 million second lien term loan.  The rating
outlook is stable.

Assignments:

   * Issuer: Nelson Education Ltd.

   -- Probability of Default Rating, Assigned B2;

   -- Corporate Family Rating, Assigned B2;

   -- Senior Secured Bank Credit Facility, Assigned a range of
      32 - LGD3 to Ba3;

   -- Senior Secured Bank Credit Facility, Assigned a range of
      32 - LGD3 to Ba3;

   -- Senior Secured Bank Credit Facility, Assigned a range of
      84 - LGD5 to Caa1.

The ratings are influenced primarily by nominal levels of free
cash flow and aggressive financial leverage.  FCF is expected to
average only CDN$10 million per year over the next three years.
This leaves little room for error should expenses vary from
expected levels, or should revenue and margin expansion not meet
expectations.  As well, nominal FCF combined with a significant
proportion of the purchase being financed with debt causes FCF/TD
to be only approximately 2% and TD/Revenues exceed
250%.  Both of these metrics indicate significant leverage.  The
ratings also account for stratified access to realization proceeds
should there be a default.  Accordingly, the credit facilities
with the most advantageous access, the secured revolving credit
facility and term loan B are rated Ba3 LGD3. Next in line is the
CDN$181.5/US$171 million second lien term loan at Caa1 LGD5.

Nelson Education has a strong business profile.  With this and the
PIK interest feature imbedded in the second lien term facility,
near-term downside risk appears to be contained. However, with
expected nominal FCF over the near-to-mid term, significant de-
leveraging is not expected.  Accordingly, with the financial
profile expected to be unchanged, the ratings outlook is stable.

Headquartered in Toronto, Ontario, Canada, Nelson Education is a
privately owned leading provider of publishing services for the
Canadian educational market.


NELSON EDUCATION: S&P Junks Rating on Planned CDN$181.5MM Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Toronto-based Nelson Education Ltd., a
company formed to enable private equity firms OMERS Capital
Partners and Apax Partners to purchase the Canadian division of
educational publisher Thomson Learning Inc. (previously unrated;
however, the U.S. division, TL Holdings II LP, was recently rated
B/Stable/--) from The Thomson Corp. (A-/Watch Neg/--) for
CDN$639 million.  The outlook is stable.

At the same time, Standard & Poor's assigned ratings to Nelson
Education's planned CDN$561.5 million bank facility.  First, the
company's CDN$50 million first-lien revolving credit facility was
assigned a 'BB-' senior secured bank loan rating, with a recovery
rating of '1'.  The '1' recovery rating indicates an expectation
of very high (90%-100%) recovery of principal in the event of a
payment default.  Second, S&P assigned a 'B+' senior secured bank
loan rating, with a recovery rating of '2', to Nelson Education's
planned CDN$330 million first-lien term loan B.  The '2' recovery
rating indicates an expectation of substantial (70%-90%) recovery
of principal in the event of a payment default.  Although both
facilities have a first lien on all collateral, the revolving
credit facility holds a super-priority position in the disposition
of proceeds from the collateral in the event of a default.

In addition, S&P assigned a 'CCC+' senior secured bank loan
rating, with a recovery rating of '6', to the company's planned
CDN$181.5 million second-lien term loan, indicating an expectation
of a negligible (0%-10%) recovery of principal in the event of a
payment default.  The second-lien term loan is rated two notches
below the corporate credit rating because of the significant
amount of first-lien priority debt in the capital structure as a
percentage of total assets, and the resultant minimal residual
value in a downside scenario.  Proceeds from the bank facilities
will be used to help fund the purchase of Nelson Education.

"The ratings on Nelson Education reflect its high financial risk
resulting from the leveraged acquisition of the Canadian
business," said Standard & Poor's credit analyst Lori Harris.
"This is only slightly offset by the company's strong business
position in the educational publishing industry and its stable
operating performance," Ms Harris added.

The outlook is stable.  S&P expect Nelson Education's operating
performance to remain stable in the medium term, driven by its
strong market positions in both the higher education and school
segments.  A negative outlook would be considered if the company's
liquidity position weakened or if it were unable to reduce
leverage as planned.  Although unlikely because of very high debt
leverage, the outlook could be revised to positive if the company
demonstrates a financial policy consistent with a higher rating
and reduces its debt leverage substantially through sustainable
earnings growth and lower debt balances.


NEW CENTURY: Court Okays FTI as Committee's Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in New Century
Financial Corporation and its debtor-affiliates chapter 11 cases
obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to retain FTI Consulting Inc. as its
financial advisor, nunc pro tunc to April 9, 2007.

The Court's approval provides these conditions:

  (a) the U.S. Trustee will have and retain the right to object
      on all grounds to FTI's interim and final fee
      applications, including monthly fees and the Completion
      Fee; and

  (b) subject to Court approval, the completion fee will be
      considered earned and payable upon the earliest occurrence
      of the confirmation of a plan of reorganization or a plan
      of liquidation, or the sale of substantially all of the
      Debtors' tangible assets, whether in one transaction or
      multiple transactions.

The Court rules that in the event that the Debtors' bankruptcy
cases are converted to cases under Chapter 7 of the Bankruptcy
Code, FTI reserves the right to assert that the completion fee is
earned and payable upon conversion.

                         Engagement Terms

Pursuant to the engagement agreement, the Committee expects
FTI to:

   (a) assist and advice with respect to the Debtors'
       disposition of assets;

   (b) assist in the review of financial information distributed
       by the Debtors to creditors and others, including cash
       flow projections and budgets, cash receipts and ]
       disbursement analysis, analysis of various asset and
       liability accounts, and analysis of the proposed
       transactions for which Court approval is sought;

   (c) assist Creditors Committee in the review of financial-
       related disclosures required by the Court, including
       Schedules of Assets and Liabilities, Statement of
       Financial Affairs and Monthly Operating Reports;

   (d) assist in the review of the Debtors' proposed key
       employee retention, incentive and other critical employee
       benefit programs; and

   (e) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan in the
       Debtors' Chapter 11 cases.

The Debtors will pay FTI $150,000 per month for the first three
months and $100,000 per month thereafter.  A completion fee of
$650,000, plus reimbursement of actual and necessary expenses
incurred by FTI, will be paid.

To the extent that FTI is requested to provide forensic and
litigation consulting services, FTI will be paid for the services
on an hourly basis, plus reimbursement of actual and necessary
expenses.  The firm's customary rates are:

          Senior Managing Directors       $525 - $700

          Directors/Managing Directors    $350 - $590

          Consultants/Sr. Consultants     $215 - $420

          Administration/                  $75 - $185
            Paraprofessionals

Samuel E. Star, a senior managing director at FTI, stated that
the firm has provided and could reasonably expect to continue to
provide services unrelated to the Debtors' case for certain
parties-in-interest.

Mr. Star noted that before bankruptcy filing, FTI provided
assistance to New Century Mortgage Corporation, a Debtor-
affiliate, in analyzing its marketing database for purposes of
determining the class size in a potential lawsuit and measuring
potential exposure in a California wage rules lawsuit in 2006.
The engagements were unrelated to the Debtors' Chapter 11 cases
and were terminated before bankruptcy filing.  FTI had incurred
$176,532 in aggregate fees and expenses, and received payment for
$134,620 for services rendered.  The remaining balance has been
written off.

Mr. Star disclosed that George P. Stamas, Esq., a partner at
Kirkland & Ellis, which is representing Greenwich Capital
Financial Products, Inc., CIT Group/Business Credit, Inc., and
Citigroup Global Markets Realty Corp., is currently a member of
FTI's Board of Directors.

Mr. Stamas is in no way involved with the Kirkland & Ellis team
in these proceedings, nor does he have any professional
involvement in this matter in any capacity, Mr. Star assured the
Court.

FTI has performed in the past, and may perform in the future,
advisory consulting services for various attorneys and law firms,
some of whom may be involved in the proceedings, Mr. Star said.
None of the relationships create interests materially adverse to
the Creditors Committee in matters upon which FTI is to be
employed, he added.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


NEW CENTURY: Court Okays Hahn & Hessen as Committee's Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
the Official Committee of Unsecured Creditors in New Century
Financial Corporation and its debtor-affiliates' chapter 11
cases authority to retain Hahn & Hessen as its bankruptcy
counsel effective as of April 9, 2007.

Hahn & Hessen will:

   -- render legal advice to the Committee with respect to its
      duties and powers in the case;

   -- assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors, the operation of the Debtors' businesses, the
      desirability of continuance of those businesses, and any
      other matters relevant to the chapter 11 cases or to the
      Debtors' business affairs;

   -- advise the Committee with respect to any proposed sale of
      the Debtors' assets or a sale of the Debtors' business
      operations and any other relevant matters;

   -- advise the Committee with respect to any proposed plan of
      reorganization and the prosecution of claims against third
      parties, if any,  and any other matters relevant to the
      cases or to the formulation of a plan;

   -- assist the Committee in requesting the appointment of a
      trustee or examiner pursuant to Section 1104 of the
      Bankruptcy Code, if necessary and appropriate; and

   -- perform other legal services, which may be required by,
      and which are in the best interests of, the unsecured
      creditors, which the Committee represents.

Hahn & Hessen will be paid for its services pursuant to its
customary hourly rates:

     Partners                           $500 - $650
     Associates                         $200 - $400
     Special counsel and Of counsel     $450 - $625
     Paralegals                         $180 - $200

The firm's necessary out-of-pocket expenses will be reimbursed.

Hahn & Hessen has not received any retainer from the Committee or
anyone else, Jeffrey L. Schwartz, Esq., a member of Hahn &
Hessen, disclosed.

Mr. Schwartz assured the Court that Hahn & Hessen is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.  Mr. Schwartz, however, noted that Hahn & Hessen
represents certain parties-in-interest to the Debtors' cases in
wholly unrelated matters, including Lehman Brothers, Inc.;
JPMorgan Chase Bank, N.A.; Greenwich Capital, the Debtors' DIP
Lender; Bear Stearns & Co.; HSBC Bank USA, NA; Citibank N.A.; and
Bank of America; GMAC Commercial Finance; The CIT Group; Bank
Leumi; and General Electric Corp.  Mr. Schwartz says his firm will
not represent the Committee in any adversary proceeding or
contested matters involving these entities, but will defer to the
Committee's co-counsel or special counsel.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a chapter 11 plan expires on July 31,
2007.  (New Century Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ORCHESTRA THERAPEUTICS: Mar. 31 Balance Sheet Upside-Down by $10MM
------------------------------------------------------------------
Orchestra Therapeutics Inc. reported a net loss of $1,917,000 on
revenues of $4,000 for the first quarter ended March 31, 2007,
compared with net income of $95,573,000 on revenues of $11,000 for
the same period ended March 31, 2006.

The company has not received any revenues from the sale of
products and does not expect to derive revenue from the sale of
any products earlier than 2012, if at all.

Results for the first quarter ended March 31, 2006, included a
gain on warrant liability marked to fair value of $114,659,000,
compared to a gain on warrant liability marked to fair value of
$3,856,000 for the first quarter of 2007.  The decrease in the
gain recorded is attributable to a decrease in the change in the
company common stock price since the prior measurement date,
combined with the expiration of the 2006 Private Placement
warrants.

Results for the first quarter of 2006 also included a non-cash
charge to operations of $14,095,000 representing beneficial
inducement cost associated with the Note Exchange and Note
Revision transactions with Cheshire, compared to a non-cash charge
to operations of $940,000 representing beneficial inducement cost
associated with the Warrant Exercise and Price Protection
arrangement in the first quarter of 2007.

Research and development expenditures for the three months ended
March 31, 2007, were $2,269,000 as compared to $2,463,000 for the
corresponding period in 2006.

General and administrative expenses for the three months ended
March 31, 2007, were $1,473,000 as compared to $1,329,000 for the
corresponding period in 2006.  The primary reason for the increase
in general and administrative expenses was an increase of
approximately $470,000 in investor and public relations activities
for the quarter ended March 31, 2007 as compared to the quarter
ended March 31, 2006.  Partially offsetting the increased
expenditures on public relations activities was a $170,000
decrease in share-based accounting expenses, combined with a
decrease in bonus accruals for executive officers.

Interest expense decreased to $1,130,000 for the three months
ended March 31, 2007, as compared to $1,230,000 for the
corresponding period in 2006.

At March 31, 2007, the company's balance sheet showed $5,784,000
in total assets and $16,555,000 in total liabilities, resulting in
a $10,771,000 total stockholders' deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with $2,658,000 in total current assets
available to pay $11,342,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?20fc

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2007,
LevitZacks in San Diego, California expressed substantial doubt on
Orchestra Therapeutics Inc., fka The Immune Response Corp.'s
ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's net losses
since inception, accumulated deficit of $153.4 million,
stockholders' deficit of $10.9 million, and working capital
deficiency of $6 million as of Dec. 31, 2006.  LevitZacks also
added that the company has negative cash flows from operations and
does not have, and does not expect to have for the foreseeable
future, a product from which to generate revenue.

                   About Orchestra Therapeutics

Headquartered in Carlsbad, California, Orchestra Therapeutics
Inc., formerly The Immune Response Corp., (OTC BB: OCHT) --
http://www.imnr.com/-- is an immuno-pharmaceutical company
focused on the discovery and development of novel treatments for
autoimmune diseases.  The company's lead immune-based therapeutic
product candidate is NeuroVax(TM) for the treatment of multiple
sclerosis (MS).


PENN TREATY: S&P Holds B Ratings and Retains Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' counterparty
credit and financial strength ratings on Penn Treaty Network
America Insurance Co.  The ratings remain on CreditWatch with
negative implications.  This action follows the recent
announcement by the Florida Office of Insurance Regulation that
the company's certificate of authority to conduct business in
Florida has been suspended for a period of at least 12 months
because the company did not file its 2006 audited statutory
financial statements by June 1, 2007.  Florida constituted 5.9% of
PTNA's new business applications in the first five months of 2007.
The company is pursuing a stay of the order or a reversal and is
working with the Florida OIR to reach a solution as it finalizes
its audited statutory financial statements.

"Standard & Poor's expects that PTNA will complete its statutory
audit by June, 30, 2007," said Standard & Poor's credit analyst
Neal Freedman.  PTNA's parent company, Penn Treaty American Corp.,
is expected to file its year-end 2006 10-K by Aug. 15, 1007.
"Should the company fail to complete these items by the
deadlines," Mr. Freedman said, "We would view it as a serious lack
of control over its financial reporting function and would likely
lower the ratings by one notch."


PEOPLE'S CHOICE: Wants August 31 Set as General Claims Bar Date
---------------------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Central District of California to
establish Aug. 31, 2007, as the deadline for filing proofs of
claim or interest pursuant to Sections 501 and 503 of the
Bankruptcy Code.

J. Rudy Freeman, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Los Angeles, California, states that the Bar
Date is necessary for the Debtors and other parties-in-interest
to determine the total amount, number and types of claims or
interests that are asserted against or in the estates.  Setting
the Bar Date will facilitate the wind up and administration of
the estates as efficiently and promptly as possible, he adds.

A notice of the Bar Date will also be served upon all known
creditors and parties requesting special notice upon entry of an
order granting the Debtors' request.  Mr. Freeman says that the
Bar Date Notice advises interested parties of, among others:

   -- the Bar Date of August 31, 2007, for parties to file
      proofs of claim or interest;

   -- the need to file proofs of claim or interest with the
      Court on or before the Bar Date; and

   -- the name and address of the party upon which a copy of the
      proof of claim or interest must be served.

Mr. Freeman tells the Court that parties will have at least 60
days' notice of the Bar Date and ample opportunity to prepare and
submit a proof of claim or interest.

                       About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No. 07-
10772).  J. Rudy Freeman, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub LLP, represents the Debtors.  Winston &
Strawn LLP represents the Official Committee of Unsecured
Creditors.  At March 31, 2006,the Debtors' financial conditions
showed total assets of $4,711,747,000 and total debts of
$4,368,966,000.  The Debtors' exclusive period to file a chapter
11 plan expires on July 18, 2007.  (People's Choice Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PHILLIPS-VAN: Good Performance Cues S&P's Positive CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on New York
City-based Phillips-Van Heusen Corp., including the 'BB+'
corporate credit rating, on CreditWatch with positive
implications.  The apparel company had about $400 million in debt
outstanding at May 6, 2007.

"The CreditWatch action follows PVH's first-quarter results that
reflected a continuation of positive operating momentum for the
past several quarters," said Standard & Poor's credit analyst
Susan Ding.  For the latest quarter, revenue rose 17% from a year
earlier, primarily due to higher royalty income from its Calvin
Klein franchise, especially in fragrances, and better product mix.
Operating margins also improved due to growth in royalty revenue
and better sell-throughs in the wholesale dress shirt and retail
businesses.

PVH's credit protection measures have been improving steadily and
are currently above the rating medians.  Standard & Poor's will
review the company's financial and operating strategies to resolve
the CreditWatch listing.


RBCE INVESTMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: RBCE Investment Group LLC
        23929 Valencia Boulevard, Suite 309
        Santa Clarita, CA 91354

Bankruptcy Case No.: 07-10817

Type of Business: The Debtor filed for Chapter 11 protection on
                  May 17, 2007 (Bankr. C.D. Calif. Case No.
                  07-10636).

Chapter 11 Petition Date: June 14, 2007

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Peter Susi, Esq.
                  Michaelson Susi and Michaelson
                  7 West Figueroa, 2nd Floor
                  Santa Barbara, CA 93101-31918
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


REMY INTERNATIONAL: To File Prepackaged Chapter 11 Protection
-------------------------------------------------------------
Remy International Inc., said Friday that it had reached agreement
with holders of approximately:

    * 83% of its 8-5/8% Senior Notes,
    * 84% of its 9-3-8% Senior Subordinated Notes, and
    * 75% of its 11% Senior Subordinated Notes,

on the terms of a consensual financial restructuring that would
reduce the company's debt obligations by approximately
$360 million.

The company and the consenting noteholders have entered into a
Plan Support Agreement pursuant to which the noteholders have
agreed to consummate the restructuring through a prepackaged plan
of reorganization.

"We have reached a major milestone toward achieving our goal of
substantially reducing our debt burden.  Once our financial
restructuring is completed, Remy's capital structure will provide
a foundation for sustainable profitability and better position the
Company to meet the challenges of our industry head on," said
President and Chief Executive Officer John Weber.

A key feature of the prepackaged plan is that all trade creditors,
suppliers, customers and employees will receive amounts owed to
them in the ordinary course of business.  The company intends to
begin soliciting votes on the prepackaged plan from holders of its
unsecured notes promptly following conclusion of key customer
negotiations.  Following the solicitation period, the company
expects to commence a prepackaged Chapter 11 proceeding in order
to implement the plan.  The proceeding is expected to last between
45 and 60 days.

"This ensures trade creditors, suppliers, customers and employees
see no difference in Remy's operations while we complete our
recapitalization.  The reorganization plan will provide for
uninterrupted payment of our existing and future obligations to
these constituents and provide for seamless continuation of our
operations," Mr. Weber commented.

                     DIP & Exit Financing

In conjunction with the anticipated prepackaged restructuring,
Remy is in the process of obtaining both debtor-in-possession
financing and an approximately $330 million senior secured exit
credit facility, the latter to become effective upon consummation
of the prepackaged plan.

The company anticipates that the exit financing will consist of a
term loan of approximately $205 million, with the remainder as a
$125 million revolving credit facility.

The company is making substantial progress in renegotiating
certain key commercial agreements to improve margins, its other
stated objective with respect to strengthening the company.  "In
addition to consensually improving the capital structure, I am
very pleased by the cooperative nature of discussions with certain
customers.  The spirit of cooperation exhibited by both our
noteholders and key customers are essential for Remy to continue
as a strong industry player," said Mr. Weber.

                 Terms of the Prepackaged Plan

The significant elements of the prepackaged plan include:

    - Repaying the Second Priority Senior Secured Floating Rate
      Notes in full.

    - Raising $75 million in preferred equity through a rights
      offering to be made to holders of the company's Senior Notes
      and Senior Subordinated Notes.

    - Exchanging the company's existing 8-5/8% Senior Notes for
      $100 million of new third-lien Pay-in-Kind Notes and
      approximately $50 million in cash.

    - Converting the 9-3/8% Senior Subordinated Notes and 11%
      Senior Subordinated Notes into 100% of the common equity of
      the reorganized company.

    - Cancelling all of the company's existing equity interests.


"[Fri]day's very positive announcement is the result of extensive
negotiations with our stakeholders and hard work with key
customers, and we believe that it provides the highest value and
best outcome for all of Remy's constituents," said Mr. Weber.

In light of the agreement, Remy elected to not make the June 15
interest payment in respect of the 8-5/8% Senior Notes.

Headquartered in Anderson, Indiana, Remy International Inc. --
http://www.remyinc.com/-- manufactures, remanufactures and
distributes Delco Remy brand heavy-duty systems and Remy brand
starters and alternators, locomotive products and hybrid power
technology.  The company also provides a worldwide components
core-exchange service for automobiles, light trucks, medium and
heavy-duty trucks and other heavy-duty, off-road and industrial
applications.


RESMAE MORTGAGE: Exits from Chapter 11 Bankruptcy Protection
------------------------------------------------------------
ResMAE Mortgage Corporation on Friday emerged from Chapter 11 with
renewed strength and commitment to delivering best in class
products and services in the non-conforming mortgage marketplace.

ResMAE emerges from Chapter 11 as an entity wholly-owned by RMC
Mortgage Holdings, an affiliate of Citadel Investment Group,
L.L.C.

Among the company's restructuring accomplishments, ResMAE:

    * Refocused its sales efforts to create stronger broker
      relationships and increase production.

    * Enhanced the origination process to provide for greater
      efficiency and quality service.

    * Strengthened the credit review process to increase overall
      loan quality.

Jack Mayesh, Chairman of ResMAE, said: "[Fri]day's announcement is
a testament to the commitment and dedication of our team.  We have
continued to operate throughout the reorganization process and
emerge as an organization stronger and better positioned to meet
the challenges in the marketplace."

Rick Skogg, ResMAE's newly appointed President, commented: "ResMAE
has demonstrated an unwavering commitment to providing excellent
customer service to its clients throughout its history, including
the challenging period over the past several months.  We stand
ready to continue to deliver on that commitment and are on course
to become an industry leader."

                      Plan Confirmation

On June 5, 2007, the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware confirmed the
Debtor's Plan of Reorganization, paving the way for ResMAE to
emerge from Chapter 11.

                          Asset Sale

As reported in the Troubled Company Reporter on March 8, 2007,
Citadel Investment won the auction for the Debtor's assets and
business for $180 million.  The bid included $20 million for the
Debtor's lending platform and 98.5 cents on the dollar for the
loan portfolio of $160 million.

                     About Citadel Investment

Citadel is one of the world's leading financial institutions
focused on alternative asset management strategies.  The Citadel
group of companies employ over 1,000 professionals at headquarters
in Chicago and across its offices around the world, including New
York, San Francisco, London, Hong Kong and Tokyo.

                    About ResMAE Mortgage Corp.

Based in Brea, California, ResMAE Mortgage Corp. --
http://www.resmae.com/-- is a subsidiary of ResMAE Financial
Corp., a specialty finance company engaged in the business
of originating, selling, and servicing subprime residential
mortgage loans.  The company serves the needs of borrowers who do
not conform to traditional "A" credit lending criteria due to
credit history, debt to income ratios, or other factors.  It has
regional processing centers nationwide, including Northern and
Southern California, Texas, New Jersey, Illinois, Florida and
Hawaii.

ResMAE Mortgage filed for chapter 11 protection on
Feb. 12, 2007 (Bankr. D. Del. Case No. 07-10177).  Daniel J.
DeFranceschi, Esq. and Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., represent the Debtor in its restructuring efforts.
Adam G. Landis, Esq., and Richard Scott Cobb, Esq., at Landis Rath
& Cobb LLP serve as counsel to the Official Committee of Unsecured
Creditors.  As of Feb. 28, 2007, the Debtor's balance sheet showed
total assets of $255,429,000 and total debts of $254,062,000.


RIM SEMICONDUCTOR: April 30 Balance Sheet Upside-down by $1.6 Mil.
------------------------------------------------------------------
Rim Semiconductor Company's balance sheet at April 30, 2007,
showed $7,058,491 in total assets and $8,705,387 in total
liabilities, resulting in a $1,646,896 total stockholders'
deficit.

The company's balance sheet at April 30, 2007, also showed
strained liquidity with $450,317 in total current assets available
to pay $8,702,647 in total current liabilities.

Rim Semiconductor Company reported a net loss of $121,819 for the
second quarter ended April 30, 2007, compared with a net loss of
$9,676,846 for the same period ended April 30, 2006.

The company had no revenues for the three months ended April 30,
2007.  Revenues for the three months ended April 30, 2006, were
$18,698 and were entirely from the entertainment business.

The decrease in net loss is primarily due to the decrease in
interest expense, the gain on the change in fair value of
derivative liabilities, and the decrease in amortization of
deferred financing costs.  In addition, the company recorded a
loss on exchange of notes payable into common stock of $446,386 in
the second quarter of 2006, absent in 2007.

Total operating expenses increased 1% or $26,295 to $1,840,388 for
the three months ended April 30, 2007, from $1,814,093 for the
three months ended April 30, 2006.

Interest expense decreased 98% or $6,498,797 to $154,016 for the
three months ended April 30, 2007, from $6,652,813 for the three
months ended April 30, 2006.  The decreases are primarily due to
the value allocated to the warrants related to the 2006 Debentures
for the three months ended April 30, 2006, that did not occur in
2007, offset by an increase in amortization and write-off of debt
discount due to increased conversions of convertible debentures
during the three months April 30, 2007, as compared to the three
months ended April 30, 2006.

The company also recognized a gain of $1,900,394 on the change in
fair value of derivative liabilities for the three months ended
April 30, 2007, a change of $2,360,794 or 513% from $460,400 for
the three months ended April 30, 2006.  The gain was due primarily
to a decrease in the market price of common stock during the three
months ended April 30, 2007, as compared to three months ended
April 30, 2006.

The amortization of deferred financing costs decreased 87% or
$283,691 to $41,161 for the three months ended April 30, 2007,
from $324,852 for the three months ended April 30, 2006.

Other expenses were also higher during the three months ended
April 30, 2006, due to the loss recognized on exchange of notes
payable into common stock of $446,386.

Full-text copies of the company's consolidated financial
statements for the quarter ended April 30, 2007, are available for
free at http://researcharchives.com/t/s?20ff

                     About Rim Semiconductor

Headquartered in Portland, Oregon, Rim Semiconductor Company
(OTC BB: RSMI.OB) -- http://www.rimsemi.com/-- develops
technology for telecommunications companies to deliver demanding
new video and data services with lower network costs. The
company's products allow data to be transmitted at greater speed
and across extended distances over existing copper wire-all with
the highest quality of service-for a better end-user experience.


RONALD BARNETT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ronald Bruce Barnett
        1671 Bulevar Menor
        Pensacola Beach, FL 32561
        Tel: (850) 932-8024

Bankruptcy Case No.: 07-30529

Chapter 11 Petition Date: June 6, 2007

Court: Northern District of Florida (Pensacola)

Debtor's Counsel: J. Steven Ford, Esq.
                  Wilson, Harrell & Smith, P.A.
                  307 South Palafox Street
                  Pensacola, FL 32502
                  Tel: (850) 438-1111
                  Fax: (850) 432-8500

Total Assets: $4,375,943

Total Debts:  $2,811,219

The Debtor did not file a list of its 20 largest unsecured
creditors.


RONCO CORPORATION: Files for Protection Under Chapter 11
--------------------------------------------------------
Ronco Corporation and its affiliate, Ronco Marketing Corporation,
on June 14, 2007, filed for protection under Chapter 11 of the
Bankruptcy Code with the U.S. Bankruptcy Court for the Central
District Of California.

Citing Chief Executive Officer John Reiland, Bloomberg reports
that the company plans to seek Court approval of a sale.
Bloomberg also quotes Mr. Reiland as saying that the company isn't
going out of business but didn't name a potential buyer.

Ronco Corp. -- http://www.ronco.com/-- (PINK:RNCP) manufactures,
sources, markets, and distributes proprietary branded consumer
products for use in kitchen and home.  The company's products
include the Veg-O-Matic and Pocket Fisherman, among others.


RONCO CORP: Case Summary & 24 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Ronco Corporation
             61 Moreland Road
             Simi Valley, CA 93065
             Tel: (805) 433-1030

Bankruptcy Case No.: 07-12000

Debtor affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
        Ronco Marketing Corporation                07-12001

Type of Business: The Debtor engages in manufacturing, sourcing,
                  marketing, and distributing proprietary branded
                  consumer products for use in kitchen and home.
                  See http://www.ronco.com/

Chapter 11 Petition Date: June 14, 2007

Court: Central District Of California

Judge: Geraldine Mund

Debtors' Counsel: Stacia A. Neeley, Esq.
                  Klee, Tuchin, Bogdanoff and Stern, L.L.P.
                  2121 Avenue of the Stars, 33rd Floor
                  Los Angeles, CA 90067
                  Tel: (310) 407-4000
                  Fax: (310) 407-9090

                               Assets           Debts
                               ------           -----
Ronco Corporation              $13,879,000     $32,736,000

Ronco Marketing Corporation    $1 Million to   $1 Million to
                               $100 Million    $100 Million

A. Ronco Corporation's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Popeil Inventions (and      acquisition            $11,777,534
other entities owned by     indebtedness
Ron Popeil)
1672 Waynecrest Drive
Beverly Hills, CA 90210
Attention: Ron Popeil
Tel: (310) 273-4411
Fax: (310) 273-4483

Richard F. Allen            lawsuit                 $1,500,000
4607 Lakeview Canyon
Road, No. 316
Westlake Village, CA
91361
Attention: Richard F.
Allen
Tel: (818) 879-0774
Fax: (800) 434-5134

Liveops.Com, Inc.           trade debt              $1,080,182
P.O. Box 49017
San Jose, CA 95161-9017
Attention: Jason Lay
Tel: (950) 461-1017
Fax: (950) 332-2276

Guang Dong Xinbao           trade debt              $1,065,894
Holdings, Co.
Zhenghe South Road, Leilu
Town, Foshan City,
Guangdong Province, China
Attention: Lydia Zhu
Tel: (86) 757-2533-3888
Fax: (86) 757-2533-6531

Threesixty Sourcing         trade debt                $916,570
Hong Kong, Ltd.
3/F, 100 Li Wan Road
GuangZhou, China
Attention: Emily Liu
Tel: (86) 852-3408-2200
Fax: (86) 852-2243-5091

Korean Export Insurance     settlement &              $913,642
915 Wilshire Boulevard,     promissory note
Suite 1640
Los Angeles, CA 90017
Attention: Byung-Yang
Choo, Chief
Representative
Tel: (213) 622-4314
Fax: (213) 622-5316

Human Electronics Co.,      trade debt                $476,153
Ltd.
273-6 Oseon-Dong,
Gwangsan-Gu
Gwangji City, Korea
506-253
Attention: Daniel
Chang, Esq.
Tel: (86) 228-8853-8234
Fax: (86) 228-8853-8982

Federal Express Corp.       trade debt                $355,601
P.O. Box 7221
Pasadena, CA 91109-7321
Attention: Matt Jackson,
Account Manager
Tel: (800) 622-1147
Fax: (412) 859-2860

Definity Design Group       settlement/               $290,000
dba Definity Media          consulting
11768 Moorpark Street,      agreement
Unit J
Studio City, CA 91604
Attention: Evan
Warshawsky
Tel: (818) 487-9928
Fax: (818) 906-8494

Court-TV                    trade debt                $203,150

Food Network                trade debt                $180,370

Customer Focus Services     trade debt                $135,001

Specialized Warehousing,    trade debt                $132,868
L.L.C.

Mantec Consultantsd         trade debt                $131,631
Private, Ltd.

Mahoney, Cohen & Co.,       trade debt                $128,783
C.P.A.

YES Network, L.L.C.         trade debt                $109,055

Chanin Capital, L.L.C.      trade debt                $107,563

Q.V.C., Inc.                trade debt                $104,226

Worldwide Logistics         trade debt                 $95,833
(U.S.A.), Ltd.

Select Personnel Services   trade debt                 $88,119

B. Ronco Marketing Corporation's Four Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Popeil Inventions (and      acquisition            $11,777,534
other entities owned by     indebtedness
Ron Popeil)
1672 Waynecrest Drive
Beverly Hills, CA 90210
Attention: Ron Popeil
Tel: (310) 273-4411
Fax: (310) 273-4483

Guang Dong Xinbao           trade debt              $1,065,894
Holdings, Co.
Zhenghe South Road, Leilu
Town, Foshan City,
Guangdong Province, China
Attention: Lydia Zhu
Tel: (86) 757-2533-3888
Fax: (86) 757-2533-6531

Threesixty Sourcing         trade debt                $916,570
Hong Kong, Ltd.
3/F, 100 Li Wan Road
GuangZhou, China
Attention: Emily Liu
Tel: (86) 852-3408-2200
Fax: (86) 852-2243-5091

Federal Express Corp.       trade debt                $355,601
P.O. Box 7221
Pasadena, CA 91109-7321
Attention: Matt Jackson,
Account Manager
Tel: (800) 622-1147
Fax: (412) 859-2860


SAMSONITE CORP: April 30 Balance Sheet Upside-Down by $224.7 Mil.
-----------------------------------------------------------------
Samsonite Corporation's balance sheet as of April 30, 2007, showed
total assets of $643.8 million, total liabilities of $843 million
and minority interest of $25.5 million, resulting in a total
stockholders' deficit of $224.7 million.

                  Liquidity and Capital Resources

At April 30, 2007, the company had consolidated cash of
$51.2 million and net working capital of $172.8 million.  The
company believes its cash and working capital levels are adequate
to meet the operating requirements of the company for at least the
next 12 months.

The company's primary sources of liquidity are its cash flows from
operations and cash availability under its senior credit facility.
During the three months ended April 30, 2007, the company's net
cash used in operations was $1.7 million compared to cash provided
by operations of $14.9 million during the three months ended April
30, 2006.

The company's senior credit facility consists of a term loan
arrangement with $450 million borrowed as of April 30, 2007 and an
$80 million revolving credit facility.  The revolving credit
facility consists of $50 million, which may be borrowed by the
company and Euro 22.7 million, which may be borrowed by the
company's European subsidiary.  As of April 30, 2007, there was
$25.5 million available under the company's revolving credit
facility and the full amount of the European portion of the
revolving credit facility was available.

                       First Quarter Results

Revenue were $264.7 million, operating income of $19.4 million and
net loss to common stockholders of $3 million for the quarter
ended April 30, 2007.  These results compare to revenue of
$241 million, operating income of $19.1 million and net income to
common stockholders of $1 million for the first quarter of the
prior year. Net income for the prior year includes a benefit of
$1.4 million, relating to the cumulative effect of an accounting
change.

Operating income reflects deductions for restructuring charges of
$1.3 million in fiscal 2008 and an asset impairment charge of
$1.6 million in fiscal 2007.  In fiscal year 2008, these charges
relate to the planned closure of the company's Denver, Colorado
facilities and related consolidation of its corporate functions in
its Mansfield, Massachusetts office and the planned relocation of
distribution functions from the company's Denver facilities to the
southeast region of the U.S.  The prior year asset impairment
relates to the closure of the company's manufacturing plant in
Samorin, Slovakia.

A full-text copy of the company's first quarter report is
available for free at http://ResearchArchives.com/t/s?20f5

                        ERP Software System

During the first quarter of fiscal 2008, the company implemented
its new ERP software system in the United States and, as a result,
experienced a slowdown in customer order processing and product
shipments in the region.

The company estimates that its reported North American sales for
the quarter ended April 30, 2007, were adversely affected by about
$9.5 million due to customer order cancellations and retail
inventory shortages in its company-operated retail stores due to
the slowdown in product shipments.  Subsequent to quarter-end the
company's operations in the United States returned to near normal
levels of customer order processing and product shipments.

Chief executive officer, Marcello Bottoli, stated: "The company
had a solid first quarter, delivering robust sales growth,
significant gross margin improvement and good progress in working
capital efficiency.  Net first quarter sales rose 9.8% year-on-
year, while quarterly gross margins increased 200 basis points to
53.1%, compared to prior year.  Sales growth of $23.7 million to
$264.7 million was achieved despite an 11% sales decline in North
America, where implementation of our new ERP software in the
United States slowed shipments for a portion of the quarter.
Subsequent to quarter end, the United States resumed more normal
shipping patterns.  Overall, I am pleased with this performance,
which demonstrates continued progress in the implementation of our
strategic plan."

Richard Wiley, chief financial officer, commented:  "The company's
strategy of streamlining operations while delivering top line
growth contributed to a 5.4% year-on-year increase in first
quarter Adjusted EBITDA, to $30.8 million.  The 5% increase in
first quarter sales on a constant currency basis compared to the
prior year was driven primarily by economic growth in Asia, price
increases in Europe and contributions from joint ventures in Asia
and the U.S. that were completed in the second quarter of fiscal
2007.  Execution of our strategic plan to improve margins resulted
in a 200 basis point increase in gross profit margins to 53.1% in
the first quarter from 51.1% in the prior year.  This was driven
by a combination of price increases, improved sales mix and lower
fixed manufacturing and direct product costs.  In the last twelve
months, average net working capital efficiency improved 70 basis
points over the prior year to 15.5% of sales as of April 30, 2007.
The company's debt net of cash position as of April 30, 2007 was
$430.5 million."

                          About Samsonite

Samsonite Corporation (OTC Bulletin Board: SAMC.OB) --
http://www.samsonite.com/-- manufactures, markets and distributes
luggage and travel-related products.  The company's owned and
licensed brands, including Samsonite, American Tourister, Trunk &
Co, Sammies, Hedgren, Lacoste and Timberland, are sold globally
through external retailers and 284 company-owned stores.
Executive offices are located in London.  The company has global
locations in Aruba, Australia, Costa Rica, Indonesia, India,
Japan, and the United States among others.  Executive offices are
located in London, England.


SANMINA-SCI: Posts $26.1 Million Net Loss in Qtr Ended March 31
---------------------------------------------------------------
Sanmina-SCI Corporation reported a net loss of $26.1 million for
the second quarter ended March 31, 2007, compared with a net loss
of $76.1 million for the same period ended April 1, 2006.
Sanmina-SCI reported revenue of $2.61 billion, modestly down from
$2.67 billion reported in the second quarter of fiscal 2006 ended
April 1, 2006.

Operating income was $14.7 million, compared to $44.4 million in
in the same period a year ago.   Gross profit was $137.7 million,
compared to $164.6 million in the 2006 quarter.

On a non-GAAP basis, which exclude charges or gains relating to
stock-based compensation expenses, restructuring costs,
integration costs, impairment charges for goodwill and intangible
assets, amortization expense and other infrequent or unusual
items, net income for the second fiscal quarter of 2007 was
$793 thousand, compared to net income of $30.5 million in the 2006
quarter.  Operating income was $40.2 million or 1.5% of revenue,
compared to $66.3 million, or 2.5% of revenue in the same period a
year ago.   Gross profit was $139.2 million or 5.3% of revenue,
compared to $164.8 million, or 6.2% in the 2006 quarter.

Sanmina-SCI Corporation uses these non-GAAP measures to gauge the
company's core financial and operating performance.  This is
accomplished by eliminating certain financial items that are of a
non-recurring, unusual or infrequent nature or are not related to
the company's regular, ongoing business.

Cash flow provided by operations was $124.0 million for the
quarter ended March 31, 2007.

At March 31, 2007, the company reported $664.1 million in cash and
cash equivalents.

"As previously announced, our second quarter revenues were below
expectations.  While the second quarter has historically been a
seasonally weak quarter for us, profitability was further impacted
by an unfavorable product-mix with a higher than anticipated
decline in demand from the communications and high-end computing
markets.  Demand in the third quarter continues to be weaker than
traditional levels, but we do see signs of improvement that should
contribute positively in the second half of the calendar year,"
stated Jure Sola, chairman and chief executive officer.

                        About Sanmina-SCI

Sanmina-SCI Corporation (NASDAQ: SANM) -- http://sanmina-sci.com/
-- is an electronics contract manufacturer serving the fastest-
growing segments of the global electronics manufacturing services
(EMS) market.  Sanmina-SCI provides end-to-end manufacturing
solutions to large OEMs primarily in the communications, defense
and aerospace, industrial and medical instrumentation, computer
technology and multimedia sectors.  Sanmina-SCI has facilities
strategically located in key regions throughout the world.

                          *     *     *

As reported in the Troubled Company Reporter on June 8, 2007,
Standard & Poor's Ratings Services assigned its 'B+' senior
unsecured debt rating to Sanmina-SCI Corp.'s $600 million in
floating-rate notes, $300 million of which mature in 2010 and
$300 million of which mature in 2014.


SIERRA PACIFIC: Moody's May Lift Ba2 Credit Rating After Review
---------------------------------------------------------------
Moody's Investors Service placed the Corporate Family Rating of
Sierra Pacific Resources (CFR at Ba2) under review for possible
upgrade.

At the same time, Moody's also placed under review for possible
upgrade all of the instrument ratings of SRP (B1 senior unsecured)
and all the instrument ratings of SRP's utility
subsidiaries, which include Nevada Power Company (NPC; Ba1 senior
secured) and Sierra Pacific Power Company (SPPC; Ba1 senior
secured).  LGD assessments are also subject to change. SRP's
Speculative Grade Liquidity Assessment rating is affirmed at SGL-3
and is thus not part of the review for possible upgrade.

The rating action takes into account yet another supportive ruling
by the Public Utility Commission of Nevada in NPC's recently
decided general rate case, passage of favorable legislation in
Nevada which includes provisions for use of a hybrid test year in
electric general rate case proceedings going forward, regulatory
support for recovery of past costs related to terminated supply
contracts and other supply costs disallowed at NPC in a 2002
decision by the PUCN, and a supportive draft
order in the pending long-term financing authority case recently
filed by NPC and SPPC.  The draft order, if approved by the PUCN
in its original form, would grant much of the long-term financing
authority recently sought by NPC and SPPC and would eliminate the
PUCN imposed dividend limitations that have applied to NPC and
SPPC for the past several years.

The review will consider the extent to which SRP and its
subsidiaries can generate more predictable and sustainable
profitability over the near to intermediate term, which hinges in
large part on the degree of future support the utilities can
obtain from the PUCN for their impending large increase in capital
expenditures.  The capital program currently includes the
potential to spend upwards of $7.8 billion over the next
five years on new generation and transmission capacity additions,
while also maintaining existing infrastructure. In addition to our
assessment of future regulatory support, Moody's will also assess
the likely financing strategy the utilities will undertake,
including the ability and willingness of SRP to issue additional
common equity to help balance new debt that will be needed to fund
the expected capital program over the
next several years.  In conjunction with this part of our
analysis, Moody's will also consider the effects that this
financing strategy may have on prospective credit metrics, along
with the extent to which secured debt in the future might further
increase as a percentage of the consolidated debt total.

Ratings placed under review for possible upgrade include:

   * Sierra Pacific Resources

   -- Corporate Family Rating: Ba2;
   -- Probability of Default Rating: Ba3;
   -- Issuer Rating: B1;
   -- Senior unsecured, B1;
   -- Multiple seniority shelf (senior unsecured), (P)B1;
   -- Multiple seniority shelf (subordinate), (P)B2;

   * Sierra Pacific Resources Capital Trust I

   -- Preferred securities shelf, (P)B2.

   * Sierra Pacific Resources Capital Trust II

   -- Preferred securities shelf, (P)B2.

   * Nevada Power Company

   -- Issuer Rating: B1;
   -- Senior secured revolver, Ba1;
   -- Senior secured, Ba1;
   -- Multiple seniority shelf (senior secured), (P)Ba1;
   -- Multiple seniority shelf (preferred stock), (P)B1.

   * Sierra Pacific Power Company

   -- Issuer Rating: B1;
   -- Senior secured, Ba1;
   -- Senior secured revolver, Ba1;
   -- Multiple seniority shelf (senior secured), (P)Ba1;
   -- Multiple seniority shelf (preferred stock), (P)B1.

Sierra Pacific Resources is a holding company whose principal
subsidiaries, Nevada Power Company and Sierra Pacific Power
Company, are electric and electric and gas utilities,
respectively.  Sierra Pacific Resources' headquarters are in Las
Vegas, Nevada.


SOLSTICE ABS: S&P Places B Rating on Class C Notes on Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B and C notes issued by Solstice ABS CBO II Ltd., a CDO of ABS and
other structured securities managed by Rabobank International, on
CreditWatch with negative implications.  At the same time, S&P
affirmed its 'AAA' ratings on the class A-1 and A-2 notes.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the deal was last downgraded in December 2006, primarily the
negative credit migration in the underlying collateral.  The deal
has also been failing the class B overcollateralization test,
which has caused the class C notes to defer interest since the May
2005 payment period.

Standard & Poor's will review the results of current cash flow
runs generated for Solstice ABS CBO II Ltd. to determine the level
of future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.  The
results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the tranches remain consistent with the amount of
credit enhancement available.


           Ratings Placed on Creditwatch Negative

                  Solstice ABS CBO II Ltd.

                       Rating
                       ------
      Class     To               From   Current balance
      -----     --               ----   ---------------
        B       A+/Watch Neg     A+       $66,500,000
        C       B/Watch Neg      B        $23,850,000


                     Ratings Affirmed

                 Solstice ABS CBO II Ltd.

            Class     Rating   Current balance
            -----     ------   ---------------
             A-1       AAA      $123,390,000
             A-2       AAA       $49,980,000


SOLUTIA INC: Court Sets July 10 Disclosure Statement Hearing
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York will convene a hearing on July 10, 2007, at 2:30 p.m.
to consider approval of the disclosure statement describing
Solutia Inc. and its debtor-affiliates' Amended Joint Plan of
Reorganization

Objections are due on June 28, 2007, at 5:00 p.m. ET.

Under their proposed Amended Plan and procedures for soliciting
and tabulating votes on that Plan, the Debtors asked the Court
to establish the second business day after the entry an order
approving the Disclosure Statement as the record date for
purposes of determining which creditors are entitled to vote
on the Plan.

The Debtors propose that with respect to any transferred claim,
the transferee will be entitled to receive a solicitation package
and, if the claim holder is entitled to vote with respect to the
Plan, cast a ballot on account of the claim only if (i) all
actions necessary to effectuate the transfer of the claim have
been completed by the Record Date, or (ii) the transferee files by
the Record Date, the documentation required by Bankruptcy Rule
3001(e) to evidence the transfer, and a sworn statement of the
transferor supporting the validity of the transfer.

In the event a claim, other than a Noteholder Claim, is
transferred after the Record Date, the transferee will be bound
by any vote or election to participate in the rights offering, as
the case may be, made by the claim holder as of the Record Date.
In the event a Noteholder Claim is transferred after the Record
Date, the transferee of the Noteholder Claim will be bound by any
vote made by the claim holder as of the Record Date.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured Creditors,
and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  The
Debtors' exclusive period to file a plan expires on July 30, 2007.


SPECIALTY RESTAURANT: Hires MGLAW PLLC as Local Counsel
-------------------------------------------------------
Specialty Restaurant Group LLC obtained authority from the
U.S. Bankruptcy Court for the Middle District of Tennessee to
employ MGLAW PLLC as its local counsel, nunc pro tunc to
April 11, 2007.

MGLAW is expected, among others, to:

     a. render legal advice with respect to the rights, powers
        and duties of the Debtor in the management of its
        property;

     b. investigate and, if necessary, institute legal action on
        behalf of the Debtor to collect and recover assets of
        the estates of the Debtor;

     c. prepare all necessary pleadings, orders and reports with
        respect to this proceeding and to render all other legal
        services as may be necessary or proper herein;

     d. negotiate any issue regarding the Plan of Reorganization
        and Disclosure Statement and promote the financial
        rehabilitation of the Debtor;

     e. represent the Debtor in any forum as may be necessary to
        protect the interests of the Debtor; and

     f. perform all other legal services that may be necessary and
appropriate in assisting Debtor's lead counsel with the general
administration of this estate.

MGLAW's current standard hourly rates are:

             Designation                 Hourly Rate
             -----------                 -----------
             Members                     $265 - $350
             Associates                  $155 - $235
             Paralegals                      $125

MGLAW's standard hourly rates are subject to adjustment as of
January 1 of each year.

To the best of the Debtor's knowledge, MGLAW does not hold or
represent any interest adverse to the Debtor's estate and is a
"disinterested person."

The firm can be reached at:

                  Robert J. Gonzales, Esq.
                  MGLAW PLLC
                  2525 West End Avenue, Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000
                  http://www.mglaw.net/

Based in Maryville, Tennessee, Specialty Restaurant Group LLC --
http://www.srg.us/-- owns and operates three restaurant concepts
with over 35 restaurants primarily located in the Eastern US.  The
American Caf,, Silver Spoon Caf,, and L&N Seafood Grill.  The
company filed for Chapter 11 protection on May 15, 2007 (Bankr.
M.D. TN, Case No. 07-03356).  When the Debtors filed for
protection from their creditors, they listed total assets of
$7,231,149 and total debts of $21,285,200.

The company previously filed for Chapter 11 protection on Feb. 13,
2007 (Bankr. N.D. TX, Case No. 07-30779).  The Debtor was then
represented by Fulrbight & Jaworski, LLP.  On May 2, 2007, the
Texas Court entered an order changing the venue for the Debtor's
case to the U.S. Bankruptcy Court for the Middle District of
Tennessee.


ST. MARY: Closes $29.5 Million South Texas Acquisition
------------------------------------------------------
St. Mary Land & Exploration Company has closed a $29.5 million
acquisition in South Texas on June 1, 2007.

The acquired assets target the Olmos shallow gas formation and are
located in the Catarina Field in Webb and Dimmit Counties, Texas.
Highlights of the transaction include:

   * Purchase price of $29.5 million to be funded with cash on
     hand and bank borrowings under the company's existing credit
     facility.

   * 100 percent operated, with an average working interest of
     30.0 percent and net revenue interest of 22.5 percent.

   * Estimated net unrisked proved reserves of 14.0 BCFE (99
     percent natural gas), 65 percent of which are proved
     developed.

   * Current net production of 2.9 MMcfe/d (98 percent natural
     gas).  The acquisition is expected to contribute
     approximately 600 MMcfe of production in 2007.

At this time, the company is not changing the previously issued
production guidance for the second quarter or full year of 2007.

                   Regional Restructuring

The company has also realigned its Greater Gulf Coast region and
the appointment of Lehman E. Newton III as Vice President -
Regional Manager of the Permian region.

St. Mary will split the Greater Gulf Coast region, which had
previously overseen the company's Gulf Coast and Permian
operations, into two separately managed regions.  The company's
Permian Basin assets will be managed out of the Midland, Texas,
office which was opened in February of this year following the
acquisition of the Sweetie Peck assets last December.  The
remaining onshore Texas, Gulf Coast, and Gulf of Mexico assets
will be managed by the Houston office.

Mr. Newton has been appointed Vice President - Regional Manager of
the Permian region.  Jerry Schuyler, Senior Vice President -
Regional Manager of the Greater Gulf Coast region, left the
company earlier this month to pursue other professional interests.
The company has begun the process of searching for a new regional
manager for the Gulf Coast region.

Mr. Newton most recently served as General Manager of the
Company's Midland office, which he helped open in February 2007.
He began his career in 1979 with ARCO, and held positions of
increasing responsibility in engineering, operations, and business
development through 2000.  Mr. Newton then founded and
subsequently sold a private exploration and development company
focused on the Permian Basin.  He also worked for PURE Resources,
a subsidiary of Unocal, as well as its successor owner Chevron.
He has a degree in chemical engineering from Texas Tech University
and is a registered professional engineer.

Tony Best, President and CEO, commented, "With operated activity
ramping up in the Permian Basin and the addition of these South
Texas assets in the Gulf Coast region, we felt this was the right
time to split the region into two separate operating areas.  Newt
brings an incredible amount of Permian Basin knowledge and
experience to St. Mary and we are excited to have him manage the
assets in this new region.  With respect to the announced
acquisition, onshore South Texas is an area that we have been
looking to enter for a number of years.  We are entering the play
at an attractive cost and believe that this acquisition gives us a
foundation for growth in the region."

                 About St. Mary Land & Exploration

Based in Denver, Colorado, St. Mary Land & Exploration Company
(NYSE: SM) -- http://www.stmaryland.com/-- is engaged in the
exploration, exploitation, development, acquisition, and
production of natural gas and crude oil in five core areas in the
United States.  The company invests in oil and gas producing
assets that provide a superior return on equity while preserving
underlying capital, resulting in a return on equity to
stockholders that reflects capital appreciation as well as the
payment of cash dividends.

                          *     *     *

As reported in the Troubled Company Reporter on April 2, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to oil and gas exploration and production company
St. Mary Land & Exploration Co.  The outlook is stable.


STATS CHIPPAC: Moody's Lifts Rating to Ba1 on Good Performance
--------------------------------------------------------------
Moody's Investors Service upgraded STATS ChipPAC's corporate
family rating and foreign currency debt ratings to Ba1 from Ba2.
This concludes the review for possible upgrade which began on
March 1, 2007.  The outlook for all the ratings is stable.

"The rating upgrade reflects STATS ChipPAC's improved operating
and financial profiles with continued free cash flow generation on
the back of favorable industry fundamentals," says Wonnie Chu,
lead analyst for STAT ChipPAC, adding "the company maintains its
strong market position with a more diversified customer base."

At the same time, the support level for STAT ChipPAC from its
parent, Singapore Technologies Semiconductors Pte Ltd which is in
turn 100%-owned subsidiary of Temasek, has also been changed to
Medium from Low under Moody's joint default analysis for
government related issuer.

This follows the completion of the voluntary conditional cash
offered by STS to buy the remaining shares and convertible
subordinated notes due in 2008 of STATS ChipPAC.  STS now owns
83.1% of STATS ChipPAC and US$134.5m of its convertible
subordinated notes.

The Ba1 rating take into account:

   (1) STATS ChipPAC's stand-alone credit fundamental, and

   (2) the likelihood of Temasek (rated Aaa/Stable), through
       STS, providing the company with credit support in a
       stress situation.

Moody's ranks the company's underlying credit fundamental as "11-
13" equivalent to Ba1-Ba3 on our global rating scale. This
assessment reflects STATS ChipPAC's strong market position as the
fourth largest player in the OSAT industry, its positive free cash
flow generative status and sound debt maturity profile.

At the same time, it also takes into account STATS ChipPAC's
continued exposure to average sales price erosion and price
fluctuations for raw materials, which are a major cost in the
assembly process.

Moody's overlays the company's stand-alone credit fundamental on a
joint default analysis approach.  That involves estimating the
likelihood that in the event of pending failure by the company,
Temasek - through STS - would step in and prevent a default.

The medium support reflects STATS ChipPAC's importance within
Temasek, which through STS, owns 83.1% of STATS ChipPAC's issued
shares.

The ratings could experience upward pressure if:

   (1) a track record emerges of maintaining profitability and
       achieving projected results over the semiconductor cycle;

   (2) an ability to generate free cash flow for permanent debt
       reduction emerges, such that total debt/total cap < 25%
       and (EBITDA-Capex)/Int > 4.5-5.0x on a sustained basis;
       and

   (3) cash holdings are built up and strong balance sheet
       liquidity is maintained to provide a buffer against
       industry cyclicality.

In addition, evidence of financial support from Temasek would be
positive for the rating as it would improve the support level.

On the other hand, downward ratings pressure could evolve if:

   (1) asset utilization falls, reducing profitability and cash
       flow-generating abilities;

   (2) an industry downturn emerges, and which materially
       impairs the company's debt-servicing ability; or

   (3) its balance sheet gears up due to a large capital
       expenditure or investment program, such that total
       debt/total cap > 40% and (EBITDA-Capex)/Int < 1.5-2.0x
       over the cycle.

Furthermore, a significant reduction in STS's controlling stake
which weakens the support level, a scenario is considered unlikely
in the near term, would be negative for the rating.

STATS ChipPAC Ltd is a back-end semiconductor assembly and test
company.  It provides full-turnkey solutions to semiconductor
businesses, including foundries, integrated device manufacturers
and fabless companies in the U.S., Europe and Asia.  It ranked
fourth in the global outsourcing semiconductor assembly and test
industry as of end-2006.  In fiscal year 2006, packaging revenue
accounted for 74% of sales, and test and other revenues the
balance.  The communications segment accounted for 57% of sales.
The company's offices outside the United States are located in
South Korea, Singapore, China, Malaysia, Taiwan, Japan, the
Netherlands and United Kingdom.


STRATUS TECH: Moody's Withdraws Ratings on Company's Request
------------------------------------------------------------
At the company's request and considering the absence of publicly
traded notes, Moody's is withdrawing its published, monitored
ratings on Stratus Technologies International SARL's bank
credit facilities and corporate family rating.

Rating Withdrawn:

   -- Corporate family rating: B2;

   -- Probability of default rating: B2;

   -- $30 million senior secured revolver due 2011: B1, LGD3,
      33%;

   -- $200 million senior secured first lien term loan due 2011:
      B1, LGD3, 33%;

   -- $100 million senior secured second lien TL due 2012: Caa1,
      LGD5, 85%.

Headquartered in Maynard, Massachusetts, Stratus Technologies is a
provider of fault-tolerant server products and related services
for mission-critical applications.


SUNRISE SENIOR: Millennium Partners Wants Management Replaced
-------------------------------------------------------------
Millennium Partners, L.P. has appealed to the Board of Directors
of Sunrise Senior Living Inc. to act in the best interest of all
Sunrise shareholders, by charging them to take prompt action
either to sell the company or to replace management.

Millennium Partners, a New York-based multistrategy hedge fund and
a shareholder owning an interest of 1.3 million shares in the
company, has not yet received any word from the company's board of
directors.

Eduardo Abush, Portfolio Manager, and Simon Lorne, Vice Chairman
and Chief Legal Officer of Millennium Partners, have expressed
their concerns through a letter released at the end of May 2007.

"Like many-perhaps most-of your shareholders, we are deeply
disturbed and distressed at the current state of affairs.  We
believe that the assets of Sunrise have real value, as discussed
in greater detail below, yet it is apparent that the market does
not recognize the value of those assets, leading to a considerable
disconnect between the company's public market value and its
intrinsic value.  Furthermore, it is clear to us that the public
activities and statements of management have served to exacerbate,
rather than ameliorate, the market's misunderstanding of the
Company's intrinsic value, and we worry that maintaining the
status quo might lead to further value destruction.

We believe that this company, with this management, does not
belong as a participant in the public securities markets.
Accordingly, we urge the Board to take appropriate steps to:

   (1) sell or merge the company either in a public market
       transaction or in a "going private" transaction;

   (2) restructure the company in a transformative way so that its
       different elements-primarily, real estate development and
       ownership on the one hand and healthcare facility operation
       on the other-can be more readily appreciated and valued by
       the market; or,

   (3) if neither of those seems feasible, then, at the very
       least, recruit new management that is more professionally
       competent at successfully managing a public company."

"To facilitate any such course of action, we urge the Board to
eliminate all of the defensive measures that the company has in
place.  While such measures may have been useful in the past, at
this point they serve only as an impediment to a value-creating
transaction for the company's various stakeholders."

Mr. Abush and Mr. Lorne continue, "There are two fundamental
maxims for public company managements in dealing with investors
and the securities markets.  The first is to avoid surprises.  The
second is to 'under-promise and over-deliver.'  Both have been
violated time and again by this company's management.

"We do not necessarily blame management for poor stewardship of
the company's assets.  While we don't know all the relevant facts,
it seems entirely plausible that management has been continuously
surprised and disappointed by these developments, just as we and
the other shareholders have been.  We do blame management for
failing to have fostered the right corporate culture and team
designed to avoid this situation.  The securities markets demand,
above all else, respect.  This management has shown them none, and
as a result the company faces the possibility of having its shares
de-listed from the NYSE within the next few months.

"Additionally, there are serious questions regarding the state of
the company's system of internal controls.  To date, based on the
company's public disclosures, we do not have reason to believe
that failures in the internal controls system have led to actual
losses or actual diminution in the value of the company's assets
(beyond, of course, the expense-not inconsiderable-of
investigation and litigation resulting from those failures).  It
is clear to us, however, that the company has not taken seriously
its internal controls obligations (either under Sarbanes-Oxley
404 or under normal good management practices) and as a result is
unable to satisfy an increasingly skeptical market that the
internal controls failures have not resulted in actual losses.  In
the present environment, we are surprised that the Board has
accepted these failures as readily as appears to be the case.  We
do not necessarily believe that the requirements of Sarbanes-Oxley
404 are cost-benefit warranted and, in this respect, are in
accord with some of the suggestions of Mr. Donohue's organization.
We do believe (and believe that Mr. Donohue likely agrees) that
sound internal controls are an essential element of prudent fiscal
management; they appear to have been substantially ignored by the
company.

"Similarly, we do not particularly find fault with the Board of
Directors, for it seems quite possible that all of these
developments were completely surprising to the Board.  Every Board
of Directors, however, needs to know when to say 'enough is
enough.'  That time has come."

The Millennium officers point out, "As you are aware, Millennium
Partners is a hedge fund, not a private equity fund.  We are not
interested in acquiring the Company or its assets on our own.
(Indeed, we will probably continue to buy and sell shares of the
company's stock on an opportunistic basis, even while we expect to
maintain a sizable investment in the company awaiting the
company's response to the considerations discussed in this
letter.)  We have discussed, and will continue to discuss, our
views of the company with others.  We have not, and currently do
not expect to, enter into any verbal or written agreement to act
in concert with others (although, of course, we reserve the right
to do so, and we recognize our implicit obligations vis-.-vis SEC
filings in the event that we do).

"We are, however, very much interested in maximizing the value of
our investment in the Company, and believe our interests are
aligned with those of every shareholder in this regard. We are
fully prepared to work with the Company in exploring these matters
if the Company desires.

"We do not believe that the Company can legitimately claim a right
to continue business as usual in these circumstances when time and
again the shortcomings of the management in place are so evident."

                      About Sunrise Senior

Based in McLean, Virginia, Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- operates 415 communities
in the United States, Canada, Germany and the United Kingdom
offering a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative care.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2007,
Charles H. Johnson & Associates, P.A. commenced a class action
in the U.S. District Court for the District of Columbia on behalf
of the purchasers of Sunrise Senior Living, Inc.'s publicly traded
securities during the Class Period of Aug. 4, 2005 through
June 15, 2006.

The Complaint charges Sunrise Senior and certain of its officers
and directors with violations of the Securities Exchange Act of
1934, because, during the Class Period, defendants issued
materially false and misleading statements regarding the company's
business, its stock option plans, its compensation practices and
its financial results.

As a result of these false statements, Sunrise's common stock
traded at artificially inflated prices during the Class Period,
reaching a high of $39.68 per share on March 29, 2006.  The
individual defendants took advantage of Sunrise's falsified
financial results, the artificial inflation of Sunrise's stock and
its stock option plans by selling shares of their Sunrise stock
for proceeds of over $34 million.

The Complaint also alleges that defendants manipulated the
company's stock option plans so as to enrich themselves by
"backdating" the stock options they were granted.

On May 9, 2006, Sunrise disclosed a delay in reporting its first
quarter 2006 results to allow a review of its financial
statements, and on July 31, 2006, Sunrise revealed it would be
forced to restate its financial statements going back several
years -- at least to 1999 -- and that its prior financial
statements could no longer be relied upon.  Sunrise also admitted
it could not file current period financial statements for the
first, second and third quarters of 2006 and that when it restated
its financial results, at least $100 million of previously
reported profits would be eliminated.  As these revelations
unfolded, Sunrise's stock fell from $39.62 on May 8, 2006 to as
low as $24.40 on July 31, 2006.


TWEETER HOME: Receives Nasdaq Delisting Notice
----------------------------------------------
Tweeter Home Entertainment Group, Inc., disclosed that on June 12,
2007, it received a letter from the Listing Qualifications
Department of The NASDAQ Stock Market indicating that, as a result
of the company's having filed for protection under Chapter 11 of
the U.S. Bankruptcy Code, the NASDAQ staff has determined, using
its discretionary authority under NASDAQ Marketplace Rules 4300,
4450(f) and IM-4300, that the company's securities will be
delisted from the NASDAQ Stock Market and that trading in the
company's common stock will be suspended, unless the Company files
an appeal of the determination.

The company filed for bankruptcy on June 11, 2007.  A copy of the
company's case summary was published in the Troubled Company
Reporter on June 12.

The company does not intend to appeal the NASDAQ staff's
determination.  Accordingly, trading of the company's common stock
will be suspended at the opening of business on June 21, 2007 and
a Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the Company's securities from
listing and registration on The NASDAQ Stock Market.

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of $190,417,285.


VINCENT MITCHELL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Vincent Mitchell
        2407 Weatherford
        Pearland, TX 77584

Bankruptcy Case No.: 07-80302

Chapter 11 Petition Date: June 6, 2007

Court: Southern District of Texas (Galveston)

Judge: Letitia Z. Clark

Debtor's Counsel: Thomas Frederick Jones, III, Esq.
                  Bailey & Galyen Attorneys
                  18333 Egret Bay Boulevard, Suite 120
                  Houston, TX 77058
                  Tel: (281) 335-7744
                  Fax: (281) 335-4774

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


WIKI WIKI: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Wiki Wiki Walls LLC
        84-567 Upena Street
        Waianae, HI 96792

Bankruptcy Case No.: 07-00615

Chapter 11 Petition Date: June 14, 2007

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Donald L. Spafford, Jr., Esq.
                  Pauahi Tower, Suite 470
                  1001 Bishop Street
                  Honolulu, HI 96813
                  Tel: (808) 532-6300
                  Fax: (808) 532-6309

Total Assets:   $416,930

Total Debts:  $1,172,631

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                      Nature Of Claim        Claim Amount
   ------                      ---------------        ------------
3D Development LLC             Promissory Note -          $275,000
87-064 Farrington Highway      Breach of Agreement
Waianae, HI 96792

David Hinterreiter             Promissory Note -          $125,000
87-064 Farringotn Highway      Breach of Agreement
Waianae, HI 96792

Michael Wartena                Loan                       $125,000
5986 West A Street
West Linn, OR 97068

Lani Gilbreath                 Loan                       $100,000

Jeremy & Debbie Parsons        Loan                       $100,000

3 M Investments Inc.           Loan                        $75,000

Innovative Housing             Lease Rent                  $56,000
Solutions, Inc.

Verti-Crete, LLC               Equipment Purchase          $55,794

State of Hawaii                General Excise Taxes        $50,000

Bill Harvey                    Loan                        $45,000

Western Machinery              Equipment Rentals           $23,000

South Pacific Steel            Steel Purchases             $19,000

Internal Revenue Service       Payroll Taxes               $16,385

Jeremy Parsons                 Wages                       $14,586

Shane Parsons                  Wages                       $12,585

Aaraon Wartena                 Commissions                 $12,000

Grant Wartena                  Loans                       $10,000

Ginger Kahalepuna              Restitution                  $9,500

State of Hawaii                Payroll Taxes                $8,385

Matson Navigation Company      Storage Charges              $7,500


WILLOW RE: S&P Rates $250 Mil. Series 2007-1 Class B Notes at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
secured debt rating to Willow Re Ltd.'s $250 million Class B
Series 2007-1 principal-at-risk variable-rate notes.

This is the first issuance under Willow Re's newly established
US$2 billion principal-at-risk variable-rate note program.  The
proceeds from the notes issuance will provide Allstate Insurance
Co. (AA/Negative/A-1+) and its affiliates with a source of index-
based collateralized reinsurance for hurricanes in the covered
area--the states of New York, New Jersey, and Connecticut--on a
per-occurrence basis over a three-year period.  This is the first
hurricane-linked catastrophe bond for which Allstate was the
sponsor.  The program allows for six different classes of notes to
be issued based on peril, region, and payout trigger.

"The rating on the notes is based on the modeled probability of
attachment and the analysis of the deal structure," said Standard
& Poor's credit analyst Gary Martucci.  AIR Worldwide Corp.'s
Atlantic Tropical Cyclone Model Version 9.0 was used to determine
the probability of attachment of the notes.  The initial
probability of attachment based on the near-term analysis
(sensitivity case) for the notes is 105 basis points.  The initial
trigger amount is $1.6 billion, and the initial exhaustion amount
is $2.345 billion.  AIR will remodel the transaction each year to
keep the probability of attachment at a level equal to or less
than the initial probability of attachment.  The trigger and
exhaustion amounts will change accordingly to reflect this annual
reset.

If a hurricane passes through the covered area and the insured
industry personal property losses as set forth in the most recent
catastrophe bulletin released by PCS results in an event index
value in excess of $1.60 billion, it is anticipated that there
will be a reduction in the outstanding principal amount of the
notes.  If the event index value equals or exceeds $2.345 billion,
it is expected that the entire principal amount will be lost.


WOODWIND & BRASSWIND: Trustee Hires Baker as Special Counsel
------------------------------------------------------------
Joseph D. Bradley, the chapter 7 trustee appointed in The Woodwind
& The Brasswind's bankruptcy case, obtained authority from the
U.S. Bankruptcy Court for the Northern District of Indiana to
employ Baker & Daniels LLP as special counsel.

The firm will represent Mr. Bradley with regards to:

   a) claims asserted as secured administrative or
      priority claims against the chapter 7 estate;

   b) investigation and prosecution of demands, claims
      and causes of action that the Trustee may hold; and

   c) the bankruptcy estate's effort to obtain possession
      of assets and to dispose of and reduce to cash
      various assets of the estate.

The Trustee will pay Baker & Daniels' professionals
these hourly rates:

      James M. Carr, Esq.      Partner        $450
      Carl A. Greci, Esq.      Partner        $295
      Mark A. Werling, Esq.    Associate      $250
      Sarah B. Laughlin        Paralegal      $165

Mr. Carr discloses that his firm represented the Official
Committee of Unsecured Creditors prior to conversion of the
Debtor's chapter 11 case to chapter 7.

Mr. Carr assures the Court that his firm does not hold any
interest adverse to the bankruptcy estate in its representation
of the chapter 7 trustee.

Headquartered in South Bend, Indiana, The Woodwind & the
Brasswind -- http://www.wwbw.com/-- sells musical instruments
and accessories.  The company filed for chapter 11 protection
on Nov. 24, 2006 (Bankr. N.D. Ind. Case No. 06-31800).  On
May 10, 2007, the Court converted the Debtor's case to a
Chapter 7 proceeding.

Lawyers at Barnes & Thornburg LLP and Adelman & Gettleman, Ltd.
represented the Debtor in its restructuring efforts.  Joseph D.
Bradley, Esq., the appointed chapter 7 trustee, represents
himself.  He is co-represented by Aladean M. DeRose, Esq.  When
the Debtor filed for protection from its creditors, they
estimated assets and debts between $1 million and $100 million.


XERIUM TECH: Eduardo Fracasso Promoted as Brazilian Unit President
------------------------------------------------------------------
Xerium Technologies Inc. disclosed that Eduardo Fracasso has been
promoted to the position of president - Xerium Brazil, reporting
directly to Thomas Gutierrez, chief executive officer of Xerium
Technologies.

Mr. Fracasso has been with the company in Brazil for nearly 18
years, most recently as operational director.  Miguel Qui¤onez,
the company's president - Xerium South America, who notified the
company of his plans to retire effective Dec. 31, 2007, will
retain direct responsibility for the company's operations in
Argentina and continue to mentor Mr. Fracasso.

"I am pleased to welcome Eduardo to the executive team," Thomas
Gutierrez, chief executive officer of Xerium Technologies, said.
"I believe that his many years of operational experience with the
company in Brazil will serve him and the company well as he takes
on the responsibilities of his new position."

Xerium Technologies Inc. (NYSE: XRM) -- http://xerium.com/--
manufactures and supplies two types of products used primarily in
the production of paper: clothing and roll covers.  The company,
which operates around the world under a variety of brand names,
owns a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 33 manufacturing facilities in 14
countries around the world, Xerium Technologies has approximately
3,800 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Moody's Investors Service downgraded Xerium Technologies':
Corporate Family Rating, to B2 from B1; Senior Secured Term Loan,
to B2 from B1; Senior Secured Revolving Credit Facility, to B2
from B1; and Probability of Default Rating, to B2 from B1.


YOUNG MIN CHOE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Young Min Choe
        107 County Line Road
        Belton, MO 64012
        Tel: (816) 331-6300

Bankruptcy Case No.: 07-41933

Chapter 11 Petition Date: June 10, 2007

Court: Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Ray E. Sousley, Esq.
                  800 Westport Road
                  Kansas City, MO 64111
                  Tel: (816) 931-5000
                  Fax: (816) 753-5051

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


ZIFF DAVIS: S&P Withdraws Rating at Company's Request
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Ziff
Davis Media Inc., at the company's request.

New York City-based Ziff Davis, which is analyzed on a
consolidated basis with its parent company, Ziff Davis Holdings
Inc., publishes online and print content on the technology and
video game industry.  Total rated debt outstanding as of March 31,
2007, was roughly $390 million.


* BOND PRICING: For the week of June 11 - June 15, 2007
-------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
Alaris Medical                        7.250%  07/01/11     11
Alladin Gaming                       13.500%  03/01/10      0
Allegiance Tel                       11.750%  02/15/08     52
Allegiance Tel                       12.875%  05/15/08     17
Amer & Forgn Pwr                      5.000%  03/01/30     63
Antigenics                            5.250%  02/01/25     74
Atherogenics Inc                      1.500%  02/01/12     48
Atlantic Coast                        6.000%  02/15/34      6
Bank New England                      8.750%  04/01/99      9
Bank New England                      9.500%  02/15/96     12
Bank New England                      9.875%  09/15/99      9
Budget Group Inc                      9.125%  04/01/06      0
Burlington North                      3.200%  01/01/45     55
Calpine Corp                          4.000%  12/26/06     70
Calpine Gener Co                     11.500%  04/01/11     35
Cell Therapeutic                      5.750%  06/15/08     74
Collins & Aikman                     10.750%  12/31/11      4
Color Tile Inc                       10.750%  12/15/01      0
Comprehensive Care                    7.500%  04/15/10     60
Dairy Mart Store                     10.250%  03/15/04      0
Decode Genetics                       3.500%  04/15/11     74
Decode Genetics                       3.500%  04/15/11     72
Delco Remy Intl                       9.375%  04/15/12     65
Delco Remy Intl                      11.000%  05/01/09     66
Delta Mills Inc                       9.625%  09/01/07     17
Deutsche Bank NY                      8.500%  11/15/16     68
Diamond Triumph                       9.250%  04/01/08     65
Dura Operating                        8.625%  04/15/12     58
Dura Operating                        9.000%  05/01/09      7
Dura Operating                        9.000%  05/01/09     16
Dvi Inc                               9.875   02/01/04     10
Empire Gas Corp                       9.000   12/31/07      1
Exodus Comm Inc                      11.250%  07/01/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North AM                      9.875%  03/01/14     38
Finova Group                          7.500%  11/15/09     22
Florsheim Group                      12.750   09/01/02      0
Ford Motor Co                         6.375%  02/01/29     75
Ford Motor Co                         6.625%  02/15/28     75
Global Health Sc                     11.000%  05/01/08      8
Golden Books Pub                     10.750%  12/31/04      0
Insight Health                        9.875%  11/01/11     35
Iridium LLC/CAP                      10.875%  07/15/05     19
Iridium LLC/CAP                      11.250%  07/15/05     24
Iridium LLC/CAP                      13.000%  07/15/05     21
Iridium LLC/CAP                      14.000%  07/15/05     20
JTS Corp                              5.250%  04/29/02      0
Kaiser Aluminum                       9.875%  02/15/02     21
Kaiser Aluminum                      12.750%  02/01/03      9
Kmart Corp                            9.780%  01/05/20      8
Lehman Bros Holding                  10.000%  10/30/13     69
Liberty Media                         3.750%  02/15/30     63
Liberty Media                         4.000%  11/15/29     67
Lifecare Holding                      9.250%  08/15/13     71
LTV Corp                              8.200%  09/15/07      0
Macsaver Financial                    7.400%  02/15/02      0
Macsaver Financial                    7.875%  08/01/03      2
Motorola Inc                          5.220%  10/01/97     72
Nexprise Inc                          6.000%  04/01/07      0
Northern Pacific RY                   3.000%  01/01/47     54
Northern Pacific RY                   3.000%  01/01/47     54
Nutritional Src                      10.125%  08/01/09     66
Oakwood Homes                         7.875%  03/01/04     11
Oakwood Homes                         8.125%  03/01/09     11
Outboard Marine                       9.125%  04/15/17      0
Pac-West Telecom                     13.500%  02/01/09     25
Pac-West Telecom                     13.500%  02/01/09      2
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                     9.625%  10/15/49      0
Pegasus Satellite                    12.375%  08/01/08      0
Pegasus Satellite                    12.500%  08/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.350%  03/28/11      2
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Primus Telecom                        3.750%  09/15/10     67
Primus Telecom                        8.000%  01/15/14     73
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      0
Read-Rite Corp                        6.500%  09/01/04      0
RJ Tower Corp.                       12.000%  06/01/13      9
SLM Corp                              5.000%  12/15/28     73
SLM Corp                              5.400%  03/15/30     75
Spacehab Inc                          5.500%  10/15/10     52
Times Mirror Co                       7.250%  11/15/96     72
Tom's Foods Inc                      10.500%  11/01/04      2
Tousa Inc                             7.500%  01/15/11     74
Tousa Inc                             7.500%  01/15/15     70
United Air Lines                      8.390%  01/21/11      0
United Air Lines                      9.200%  03/22/08     52
United Air Lines                     10.110%  12/31/49      0
United Air Lines                     10.125%  03/22/15     52
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.680%  06/27/08     14
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
USAutos Trust                         2.212%  03/03/11      7
Vesta Insurance Group                 8.750%  07/15/25      4
Werner Holdings                      10.000%  11/15/07      3
Westpoint Steven                      7.875%  06/15/08      0
Wheeling-Pitt St                      5.000%  08/01/11     70
Wheeling-Pitt St                      6.000%  08/01/10     70
Winstar Comm Inc                     10.000%  03/15/08      0

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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